SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT – September 27, 2013
(Date of earliest event reported)
honeywell international inc.
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of
(I.R.S. Employer Identification
|101 COLUMBIA ROAD, P.O. BOX 4000, MORRISTOWN, NEW JERSEY||07962-2497|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (973) 455-2000
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:
|£||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))|
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 27, 2013, the Board of Directors of Honeywell International Inc. (“Honeywell” or the “Corporation”) approved the addition of a new Article XII to Honeywell’s By-laws which provides that, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensible parties named as defendants.
The By-laws, as amended, are attached hereto as Exhibit 3(ii) to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit 3(ii) Honeywell’s By-laws, as amended September 27, 2013
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.
|Date: September 30, 2013||Honeywell International Inc.|
|By:||/s/ Jeffrey N. Neuman|
|Jeffrey N. Neuman|
|Vice President, Corporate Secretary and|
|Deputy General Counsel|