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2018 Proxy Statement
Engineering a Safer World
Letter to Raytheon Shareholders
Table of Contents
Notice of Annual Meeting of Shareholders
Proxy Summary
Proposal 1: Election of Directors
Nominees for Election
Corporate Governance
Board Leadership Structure
Board Role
Director Candidate Consideration and Board Refreshment
Director Independence
Board and Committee Evaluation Process
Shareholder Engagement
Governance Policies and Practices
Director Nominations by Shareholders
Director Orientation, Development and Education
Communication with the Board
Political Contributions and Lobbying Expenditures Disclosure
Governance Documents
The Board of Directors and Board Committees
Audit Committee
Governance and Nominating Committee
Management Development and Compensation Committee
Public Affairs Committee
Special Activities Committee
Executive Committee
Compensation Committee Interlocks and Insider Participation
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
Executive Compensation
Table of Contents
Compensation Discussion and Analysis
Executive Summary
Executive Compensation Tables
Proposal 3: Ratification of Appointment of PricewaterhouseCoopers LLP
Audit Committee Report
Independent Auditors: Audit and Non-Audit Fees
Director Compensation
Determination and Assessment of Director Compensation
Elements of Director Compensation
Non-Employee Director Total Compensation
Director Stock Ownership and Retention Guidelines
Policy Against Certain Raytheon Stock Transactions
Stock Ownership
Five Percent Shareholders
Management and Directors
Section 16(a) Beneficial Ownership Reporting Compliance
Shareholder Proposals
General Information
Proxies and Voting Procedures
Shareholders Entitled to Vote
Quorum and Required Vote
Tabulation of Votes
Multiple Copies of Annual Report to Shareholders
Householding Information
Important Notice Regarding the Availability of Proxy Materials
Electronic Availability of Proxy Statement and Annual Report
Cost of Proxy Solicitation
Shareholder Account Maintenance
Other Matters
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TABLE OF
CONTENTS
01
Notice of Annual Meeting of Shareholders
02
Proxy Summary
07
Proposal 1: Election of Directors
07
Nominees for Election
14
Corporate Governance
14
Board Leadership Structure
14
Board Role
16
Director Candidate Consideration and Board Refreshment
17
Director Independence
18
Board and Committee Evaluation Process
19
Shareholder Engagement
20
Governance Policies and Practices
22
Director Nominations by Shareholders
23
Director Orientation, Development and Education
23
Communication with the Board
24
Political Contributions and Lobbying Expenditures Disclosure
24
Governance Documents
25
The Board of Directors and Board Committees
25
Audit Committee
26
Governance and Nominating Committee
26
Management Development and Compensation Committee
27
Public Affairs Committee
27
Special Activities Committee
27
Executive Committee
27
Compensation Committee Interlocks and Insider Participation
28
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
29
Executive Compensation
29
Table of Contents
30
Compensation Discussion and Analysis
30
Executive Summary
49
Executive Compensation Tables
62
Proposal 3: Ratification of Appointment of PricewaterhouseCoopers LLP
63
Audit Committee Report
64
Independent Auditors: Audit and Non-Audit Fees
65
Director Compensation
65
Determination and Assessment of Director Compensation
65
Elements of Director Compensation
66
Non-Employee Director Total Compensation
67
Director Stock Ownership and Retention Guidelines
67
Policy Against Certain Raytheon Stock Transactions
68
Stock Ownership
68
Five Percent Shareholders
68
Management and Directors
69
Section 16(a) Beneficial Ownership Reporting Compliance
69
Shareholder Proposals
71
General Information
71
Proxies and Voting Procedures
71
Shareholders Entitled to Vote
72
Quorum and Required Vote
73
Tabulation of Votes
73
Multiple Copies of Annual Report to Shareholders
73
Householding Information
73
Important Notice Regarding the Availability of Proxy Materials
73
Electronic Availability of Proxy Statement and Annual Report
74
Cost of Proxy Solicitation
74
Shareholder Account Maintenance
74
Other Matters
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