Form 8-K - Current report

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): October 23, 2024

TEXTRON INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-5480	05-0315468
(State of	(Commission File Number)	(IRS Employer
Incorporation)		Identification Number)

40 Westminster Street, Providence, Rhode Island 02903
(Address of principal executive offices)

Registrant’s telephone number, including area code: (401) 421-2800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock – par value $0.125	TXT	New York Stock Exchange

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 Instructions 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (c) On October 23, 2024, Textron Inc. (the “Company”) issued a press release announcing certain leadership changes.

The Company announced that Frank T. Connor, Executive Vice President and Chief Financial Officer, will be retiring from the Company effective February 28, 2025. The Company further announced that David Rosenberg, currently the Company’s Vice President – Investor Relations, has been appointed Executive Vice President and Chief Financial Officer to succeed Mr. Connor, effective March 1, 2025.

Mr. Rosenberg, 48, Textron’s Vice President, Investor Relations, has more than 24 years of experience in the aviation industry. Prior to his current role, he served as Senior Vice President & Chief Financial Officer of Textron Aviation from 2018 through 2023, having previously held leadership positions in finance at Textron Aviation. Following Textron’s acquisition of Beechcraft in 2014, as Textron Aviation’s Vice President, Integration & Strategy, Mr. Rosenberg led the successful merger and integration of Beechcraft and Textron’s Cessna Aircraft business, which created today’s Textron Aviation segment. Prior to Textron’s acquisition of Beechcraft, Mr. Rosenberg held a series of leadership positions in financial planning, business management, strategic planning and operations with Beechcraft and its predecessor companies.

Mr. Rosenberg has entered into a letter agreement with Textron which provides compensation for his new role as Executive Vice President and Chief Financial Officer of an annual base salary of $850,000 and target annual incentive compensation of 100% of his base salary, effective March 1, 2025. Mr. Rosenberg will also be eligible to participate in the Company’s long-term incentive compensation program for executive officers, with a target award of 250% of his base salary, and in Textron’s other benefit plans and programs for key executives, all in a manner and on terms and conditions substantially similar to Textron’s other executive officers.

A copy of the press release issued by the Company regarding these matters is attached as an exhibit to this Form 8-K.

Item 9.01

Exhibits.

99.1		Press release dated October 23, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	TEXTRON INC.

	By:	/s/ E. Robert Lupone
		E. Robert Lupone
		Executive Vice President, General Counsel And Secretary

Date: October 23, 2024

Exhibit 99.1

Textron Announces CFO Frank Connor Retirement Effective February 28, 2025

David Rosenberg, Vice President, Investor Relations, to Succeed Connor

Providence, RI – XX – Textron Inc. (NYSE:TXT) today announced that Frank T. Connor, executive vice president and chief financial officer, has notified the Company that he intends to retire on February 28, 2025. David Rosenberg, Textron’s vice president, Investor Relations, has been elected to succeed Connor as executive vice president and chief financial officer, effective March 1, 2025.

“On behalf of the Board of Directors, I would like to thank Frank for his outstanding leadership over the past 15 years,” said Scott Donnelly, Textron chairman and chief executive officer. “We are grateful for the significant contributions he has made across Textron in helping to drive financial and operational excellence.”

Rosenberg, Textron’s vice president, Investor Relations, has more than 24 years of experience in the aviation industry. Prior to his current role, he served as senior vice president & chief financial officer of Textron Aviation from 2018 to January 2024, having previously held leadership positions in finance at Textron Aviation. Following Textron’s acquisition of Beechcraft in 2014, as Textron Aviation’s vice president, Integration & Strategy, Rosenberg led the successful merger and integration of Beechcraft and Textron’s Cessna Aircraft business, which created today’s Textron Aviation segment. Prior to Textron’s acquisition of Beechcraft, Rosenberg held a series of leadership positions in financial planning, business management, strategic planning and operations with Beechcraft and its predecessor companies.

“I am proud to welcome David as our new CFO,” Donnelly said. “With his extensive background in financial management, including his leadership of the finance organization at Textron Aviation, and his deep understanding of our business, he is the ideal leader to step into this role."

Reflecting the strength of Textron’s long-term succession planning, Scott Hegstrom, Textron’s vice president, Strategy and Mergers & Acquisitions, has been elected vice president, Investor Relations, also effective March 1, 2025.

About Textron Inc.

Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell, Cessna, Beechcraft, Pipistrel, Jacobsen, Kautex, Lycoming, E-Z-GO, Arctic Cat, and Textron Systems. For more information, visit: www.textron.com.

Media Contact:

Michael Maynard 401-457-2362

Investor Contact:

David Rosenberg 401-457-2288

Kyle Williams 401-457-2288

Cover	Oct. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 2024
Entity File Number	1-5480
Entity Registrant Name	TEXTRON INC.
Entity Central Index Key	0000217346
Entity Tax Identification Number	05-0315468
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	40 Westminster Street
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	(401)
Local Phone Number	421-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock – par value $0.125
Trading Symbol	TXT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false