Honeywell 2012 Annual Report Download - page 129

Item 9B. Other Information
Not Applicable.
Item 10. Directors and Executive Officers of the Registrant
Information relating to the Directors of Honeywell, as well as information relating to compliance
with Section 16(a) of the Securities Exchange Act of 1934, will be contained in our definitive Proxy
Statement involving the election of the Directors, which will be filed with the SEC pursuant to
Regulation 14A not later than 120 days after December 31, 2012, and such information is incorporated
herein by reference. Certain other information relating to the Executive Officers of Honeywell appears
in Part I of this Annual Report on Form 10-K under the heading “Executive Officers of the Registrant”.
The members of the Audit Committee of our Board of Directors are: George Paz (Chair), Kevin
Burke, D. Scott Davis, Linnet Deily, and Judd Gregg. The Board has determined that Mr. Paz is the
“audit committee financial expert” as defined by applicable SEC rules and that Mr. Paz, Mr. Burke, Mr.
Davis, and Ms. Deily satisfy the “accounting or related financial management expertise” criteria
established by the NYSE. All members of the Audit Committee are “independent” as that term is
defined in applicable SEC Rules and NYSE listing standards.
Honeywell’s Code of Business Conduct is available, free of charge, on our website under the
heading “Investor Relations” (see “Corporate Governance”), or by writing to Honeywell, 101 Columbia
Road, Morris Township, New Jersey 07962, c/o Vice President and Corporate Secretary. Honeywell’s
Code of Business Conduct applies to all Honeywell directors, officers (including the Chief Executive
Officer, Chief Financial Officer and Controller) and employees. Amendments to or waivers of the Code
of Business Conduct granted to any of Honeywell’s directors or executive officers will be published on
our website within five business days of such amendment or waiver.
Item 11. Executive Compensation
Information relating to executive compensation is contained in the Proxy Statement referred to
above in “Item 10. Directors and Executive Officers of the Registrant,” and such information is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Information relating to security ownership of certain beneficial owners and management and
related stockholder matters is contained in the Proxy Statement referred to above in “Item 10. Directors
and Executive Officers of the Registrant,” and such information is incorporated herein by reference.
EQUITY COMPENSATION PLANS
As of December 31, 2012 information about our equity compensation plans is as follows:
Plan category
Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
(a) (b) (c)
Equity compensation plans approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,349,354(1) $47.13(2) 35,209,070(3)
Equity compensation plans not approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 594,679(4) N/A(5) N/A(6)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,944,033 47.13 35,209,070
120