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): May 26, 2011
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-13699 | 95-1778500 | ||
| (State of Incorporation) | (Commission File Number) |
(IRS Employer Identification Number) |
870 Winter Street, Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
(781) 522-3000
(Registrant’s telephone number, including area code)
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 Instruction 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Raytheon held its annual meeting of shareholders on May 26, 2011. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see Raytheon’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011.
| 1. | Raytheon’s shareholders elected, by a majority of the votes cast, each of the nine nominees to the Board of Directors as follows: |
| Director |
For |
Against |
Abstain |
Broker Non-Votes | ||||
| Vernon E. Clark |
262,998,204 | 17,643,225 | 2,519,314 | 31,682,351 | ||||
| John M. Deutch |
240,932,580 | 39,918,349 | 2,309,814 | 31,682,351 | ||||
| Stephen J. Hadley |
269,976,929 | 10,627,090 | 2,556,724 | 31,682,351 | ||||
| Frederic M. Poses |
262,529,324 | 18,091,794 | 2,539,625 | 31,682,351 | ||||
| Michael C. Ruettgers |
269,892,296 | 10,700,718 | 2,567,729 | 31,682,351 | ||||
| Ronald L. Skates |
246,763,776 | 33,816,222 | 2,580,745 | 31,682,351 | ||||
| William R. Spivey |
266,504,883 | 14,093,321 | 2,562,539 | 31,682,351 | ||||
| Linda G. Stuntz |
199,627,198 | 81,032,461 | 2,501,084 | 31,682,351 | ||||
| William H. Swanson |
270,449,047 | 11,145,685 | 1,566,011 | 31,682,351 |
| 2. | Raytheon’s shareholders voted on the advisory vote on executive compensation as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 264,279,178 |
16,995,578 | 1,885,987 | 31,682,351 |
| 3. | Raytheon’s shareholders voted on the advisory vote regarding the frequency of future advisory votes on executive compensation as follows: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 244,062,055 |
6,167,420 | 31,576,307 | 1,354,961 | 31,682,351 |
| 4. | Raytheon’s shareholders voted on the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year beginning January 1, 2011 as follows: |
| For |
Against |
Abstain | ||
| 309,887,140 |
3,553,633 | 1,402,321 |
| 5. | Raytheon’s shareholders voted on a shareholder proposal regarding shareholder action by written consent as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 137,620,143 |
143,172,176 | 2,368,424 | 31,682,351 |
| 6. | Raytheon’s shareholders voted on a shareholder proposal regarding executive stock retention as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 69,874,282 |
210,648,479 | 2,637,982 | 31,682,351 |
| 7. | Raytheon’s shareholders voted on a shareholder proposal regarding lobbying expenses as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 60,129,116 |
174,473,708 | 48,557,919 | 31,682,351 |
| 8. | Raytheon’s shareholders voted on a shareholder proposal regarding supplemental executive retirement plans as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 87,275,928 |
193,589,851 | 2,294,964 | 31,682,351 |
SIGNATURES
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.
| RAYTHEON COMPANY | ||||
| Date: June 1, 2011 |
By: | /s/ Jay B. Stephens | ||
| Jay B. Stephens | ||||
| Senior Vice President, General Counsel and Secretary | ||||