indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). In determining whether to approve such a transaction, the committee takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, the committee will not approve any transaction if it determines the transaction to be inconsistent with the interests of the Company and its shareholders. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth certain information, as of the end of Textron’s 2023 fiscal year, for all Textron compensation plans previously approved by shareholders. There are no compensation plans not previously approved by shareholders. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by shareholders 7,910,191(1) 54.25(2) 5,252,124(3) Equity compensation plans not approved by shareholders N/A N/A N/A Total 7,910,191 54.25 5,252,124 (1) Includes 395,556 unvested shares that may be issued under previously granted RSUs. (2) This value reflects the weighted average exercise price of outstanding stock options only. (3) Consists of shares remaining available for issuance under the Textron Inc. 2015 Long-Term Incentive Plan (“2015 plan”) that may be issued pursuant to stock options, stock appreciation rights, performance stock, restricted stock, RSUs and other awards, provided that no more than 3,141,635 shares may be issued pursuant to awards other than stock options and stock appreciation rights. Notwithstanding the foregoing, if shareholders approve the proposed Textron Inc. 2024 Long-Term Incentive Plan, it will become effective on April 24, 2024, replacing the 2015 Plan, and these shares will no longer be available for grant. 56 TEXTRON 2024 PROXY STATEMENT
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