2018 Proxy Statement

3 TEXTRON 2018 PROXY STATEMENT ELECTION OF DIRECTORS BOARD MEMBERSHIP QUALIFICATIONS The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. In addition, the Board believes that there are FHUWDLQ DWWULEXWHV WKDW HYHU\ GLUHFWRU VKRXOG SRVVHVV DV UHÀHFWHG LQ WKH %RDUG¶V PHPEHUVKLS FULWHULD $FFRUGLQJO\ WKH %RDUG DQG WKH 1RPLQDWLQJ DQG &RUSRUDWH *RYHUQDQFH &RPPLWWHH FRQVLGHU WKH TXDOL¿FDWLRQV RI GLUHFWRUV DQG GLUHFWRU FDQGLGDWHV individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The Nominating and Corporate Governance Committee is responsible for developing and recommending criteria for director QRPLQHHV WR WKH %RDUG IRU DSSURYDO $OO RI RXU FXUUHQW %RDUG PHPEHUV VKDUH FHUWDLQ TXDOL¿FDWLRQV DQG DWWULEXWHV FRQVLVWHQW with these criteria, which are set forth in the Company’s Corporate Governance Guidelines and Policies and are summarized below under “Board Committees—Nominating and Corporate Governance Committee”. These criteria include possessing VSHFL¿F VNLOOV DQG H[SHULHQFH DOLJQHG ZLWK 7H[WURQ¶V VWUDWHJLF GLUHFWLRQ DQG RSHUDWLQJ FKDOOHQJHV DQG WKDW FRPSOHPHQW WKH overall composition of the Board. In addition, each Board member has demonstrated core business competencies, including KLJK DFKLHYHPHQW DQG D UHFRUG RI VXFFHVV $OO RI RXU %RDUG PHPEHUV DUH HQWKXVLDVWLF DERXW 7H[WURQ DQG GHYRWH VXI¿FLHQW WLPH to be fully engaged in their role as a Textron Board member. Finally, all of our directors, other than our current CEO, satisfy the independence standards established by the New York Stock Exchange. NOMINEES FOR DIRECTOR $W WKH DQQXDO PHHWLQJ HOHYHQ GLUHFWRUV DUH WR EH HOHFWHG WR KROG RI¿FH XQWLO WKH DQQXDO PHHWLQJ DQG XQWLO WKHLU VXFFHVVRUV KDYH EHHQ HOHFWHG DQG TXDOL¿HG $OO HOHYHQ QRPLQHHV DUH FXUUHQWO\ 7H[WURQ GLUHFWRUV 0V -DPHV ZDV DSSRLQWHG DV D GLUHFWRU E\ WKH %RDUG HIIHFWLYH -XO\ VKH ZDV UHFRPPHQGHG E\ D WKLUG SDUW\ VHDUFK ¿UP ZKLFK DVVLVWHG WKH &RPSDQ\ in identifying and evaluating director candidates and to which the Company paid a fee. It is the intention of the persons named on the accompanying proxy card, unless otherwise instructed, to vote “for” each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee designated by the present Board. Ivor J. Evans, a director since 2003, will be retiring from our Board, effective as of the annual meeting, in accordance with our retirement policy. Textron’s directors have experience with businesses that operate in industries in which Textron operates, such as the defense, DYLDWLRQ PDQXIDFWXULQJ DQG ¿QDQFH LQGXVWULHV RU WKDW LQYROYH VNLOOV VXFK DV PDUNHWLQJ RU SURGXFW EUDQGLQJ WKDW DUH LQWHJUDO to Textron’s operations. Our Nominating and Corporate Governance Committee and our Board have determined that each of RXU GLUHFWRUV KDV WKH H[SHULHQFH DWWULEXWHV DQG VNLOOV QHHGHG WR FROOHFWLYHO\ FRPSULVH DQ HIIHFWLYH DQG ZHOO IXQFWLRQLQJ %RDUG %LRJUDSKLFDO LQIRUPDWLRQ DERXW HDFK QRPLQHH DV ZHOO DV KLJKOLJKWV RI WKH VSHFL¿F H[SHULHQFH TXDOL¿FDWLRQV DWWULEXWHV DQG VNLOOV of our individual Board members, are included below: Scott C. Donnelly Director Since 2009 Chairman 0U 'RQQHOO\ LV &KDLUPDQ 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI 7H[WURQ 0U 'RQQHOO\ MRLQHG 7H[WURQ LQ -XQH DV ([HFXWLYH 9LFH 3UHVLGHQW DQG &KLHI 2SHUDWLQJ 2I¿FHU DQG ZDV SURPRWHG WR 3UHVLGHQW DQG &KLHI 2SHUDWLQJ 2I¿FHU LQ -DQXDU\ +H ZDV DSSRLQWHG WR WKH %RDUG RI 'LUHFWRUV LQ 2FWREHU EHFDPH &KLHI ([HFXWLYH 2I¿FHU RI 7H[WURQ LQ 'HFHPEHU DQG &KDLUPDQ RI WKH %RDUG LQ September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of *( *OREDO 5HVHDUFK RQH RI WKH ZRUOG¶V ODUJHVW DQG PRVW GLYHUVL¿HG LQGXVWULDO UHVHDUFK RUJDQL]DWLRQV ZLWK facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. In 2013, Mr. Donnelly joined the board of directors of Medtronic plc. ([SHULHQFH 4XDOLÀFDWLRQV $WWULEXWHV DQG 6NLOOV ‡ 6LJQL¿FDQW H[SHULHQFH LQ WKH DHURVSDFH DQG GHIHQVH VHFWRU • Deep operational experience in innovation, manufacturing, sales and marketing, portfolio management, talent development and business processes ‡ )LUVW KDQG UHDO WLPH H[SHULHQFH LQ DQG XQGHUVWDQGLQJ RI 7H[WURQ RSHUDWLRQV