Honeywell 2005 Annual Report Download - page 148

of the Corporation, and such other business must be a proper matter for Stockholder action. To be timely, a Stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the
120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary date, notice by the Stockholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a Stockholder's notice as described above. Such
Stockholder's notice shall set forth:
a) as to each person whom the Stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written consent to be named in the
proxy statement as a nominee and to serve as a director if elected);
b) as to any other business that the Stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material
interest in such business of such Stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
c) as to the Stockholder giving notice and the beneficial owner, if any, on whose behalf the nomination or proposal
is made i) the name and address of such Stockholder, as they appear on the Corporation's books, and of such beneficial owner
and ii) the class and number of shares of the Corporation which are owned beneficially and of record by such Stockholder and
such beneficial owner.
(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this by-law to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year's annual
meeting, a Stockholder's notice required by this by-law shall also be considered timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close
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