The Board believes that the decision of whether the roles of Chairman and CEO should be combined is an ongoing responsibility of the Board, and it should retain the flexibility to regularly reevaluate the most appropriate structure. If and when the Board deems it to be in the best interests of the Company and its shareholders, the Board has the ability to change its leadership structure. Adopting a policy which prescribes a particular leadership structure deprives the Board of the ability to exercise its fiduciary duty to determine the appropriate leadership structure from time to time, based upon prevailing circumstances. The Board of Directors recommends a vote “AGAINST” this shareholder proposal regarding an independent chairman (Item 5 on the proxy card). 70 TEXTRON 2024 PROXY STATEMENT
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