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Honeywell Shareholders Vote To Keep Anti-Takeover Plan

May 11, 1990

MINNEAPOLIS (AP) _ Honeywell Inc. said its restructuring and cost-cutting efforts would boost profits by $150 million this year, or about 25 percent.

″We expect modest sales growth for Honeywell this year,″ James Renier, chairman and chief executive officer, told shareholders at the annual meeting Thursday.

″Some of our markets will continue soft, but we look for attractive growth in others - especially in commercial aviation control, industrial systems, building services and fire and security businesses.″

Shareholders sided with management and voted down three proposals, including one measure that called for a shareholder vote on the company’s 4- year-old ″poison pill″ anti-takeover defense.

Only a little more than one-third of the company’s stockholders voted in favor of the proposal, effectively leaving the poison pill in place.

Backers of the measure said the poison pill served only to entrench management and deter non-negotiated takeovers of the Minneapolis high-tech firm, which has suffered losses in two of the last three years.

″It is not anti-takeover. It is anti-cheap takeover. The bottom line is the rights plan protects shareholders, not hurts them,″ Vice President and General Council David Bergerson said.

Stockholders also voted against a measure to require all shareholder proxies, ballots and voting tabulations to be kept confidential, and a measure that would have required the company to supply shareholders with a written report on its strategic defense programs.

About 400 shareholders attended the meeting. Honeywell is a global controls company that provides products, systems and services for aviation, space, homes and industry. The company showed a profit of $604 million on sales of $6.1 billion in 1989.

Honeywell is undergoing substantial restructuring to ease out of the defense contracting business. As part of the efforts, it sold half of its interest in a Japanese partnership with Yamatake. Proceeds of the sale accounted for about half of the company’s 1989 profits.

The company also reiterated its April announcement that it might spin off as a separate public company its Defense and Marine Systems Business, which includes the bulk of its weapons operations. Renier declined to say if the company favored a spinoff because bids for the business weren’t satisfactory.

A few shareholders questioned Renier’s 1989 bonus of $756,000, given the company’s performance. Renier said his salary and bonus, which totaled $1.4 million for the year, was the going rate for CEOs.

″Frankly, if you want me around, you’re going to have to treat me that way,″ Renier said.

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