UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 25, 2017
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-13699 | 95-1778500 | ||
| (State of Incorporation) | (Commission File Number) |
(IRS Employer Identification Number) |
870 Winter Street, Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
(781) 522-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Raytheon Company held its annual meeting of shareholders on May 25, 2017. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see Raytheon’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2017.
| 1. | Raytheon’s shareholders elected, by a majority of the votes cast, each of the ten nominees to the Board of Directors as follows: |
| Director |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Tracy A. Atkinson |
216,848,630 | 1,212,150 | 1,031,908 | 35,407,947 | ||||||||||||
| Robert E. Beauchamp |
215,784,227 | 1,235,558 | 2,072,903 | 35,407,947 | ||||||||||||
| Vernon E. Clark |
215,533,923 | 2,525,669 | 1,033,096 | 35,407,947 | ||||||||||||
| Stephen J. Hadley |
214,836,813 | 3,225,218 | 1,030,657 | 35,407,947 | ||||||||||||
| Thomas A. Kennedy |
211,141,609 | 5,984,624 | 1,966,455 | 35,407,947 | ||||||||||||
| Letitia A. Long |
216,896,839 | 1,195,683 | 1,000,166 | 35,407,947 | ||||||||||||
| George R. Oliver |
215,854,116 | 1,100,474 | 2,138,098 | 35,407,947 | ||||||||||||
| Dinesh C. Paliwal |
206,860,745 | 10,050,940 | 2,181,003 | 35,407,947 | ||||||||||||
| William R. Spivey |
210,756,759 | 7,320,788 | 1,015,141 | 35,407,947 | ||||||||||||
| James A. Winnefeld, Jr. |
216,871,771 | 1,155,819 | 1,065,098 | 35,407,947 | ||||||||||||
| 2. | Raytheon’s shareholders voted on the advisory vote to approve named executive officer compensation as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 208,188,229 | 8,973,550 | 1,930,909 | 35,407,947 |
| 3. | Raytheon’s shareholders voted on the advisory vote regarding the frequency of future advisory votes on executive compensation as follows*: |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 195,737,091 | 1,423,469 | 21,073,476 | 858,652 | 35,407,947 |
| 4. | Raytheon’s shareholders voted on a Company proposal to approve the Raytheon 2017 Incentive Plan for Section 162(m) purposes as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 208,676,066 | 7,507,953 | 2,908,669 | 35,407,947 |
| 5. | Raytheon’s shareholders voted on the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year beginning January 1, 2017 as follows: |
| For | Against | Abstain | ||
| 247,077,875 | 6,220,454 | 1,202,306 |
| * | With reference to the vote on the frequency of future advisory votes on executive compensation (the “Frequency Vote”), the Company will continue to hold advisory votes on executive compensation on an annual basis in the future until the next Frequency Vote is conducted, which shall occur no later than the Company’s annual meeting in 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAYTHEON COMPANY | ||||||
| Date: May 31, 2017 | By: | /s/ Frank R. Jimenez | ||||
| Frank R. Jimenez | ||||||
| Vice President, General Counsel and Secretary | ||||||