PROPOSAL 3:
ADVISORY VOTE ON FREQUENCY
OF FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION
(Item No. 3 on the Proxy Card)
The Board is asking for an advisory vote by our shareholders on whether an advisory vote on executive compensation of the
type set forth on page 26, which has been included in Raytheon's annual meeting proxy each year since 2011, should in the
future be presented for a shareholder vote every one, two or three years. In the only previous shareholder vote on frequency
in 2011, 86.19% of voting shareholders supported an advisory vote on executive compensation every year as recommended
by the Board.
The Board continues to believe that an advisory vote on executive compensation every year would be in the best interests of
Raytheon and its shareholders for a number of reasons. First, we have learned during Raytheon's extensive annual investor
outreach efforts that our shareholders continue to support and appreciate the annual advisory vote. Second, the annual vote,
together with Raytheon's shareholder outreach activities, provides the MDCC and the Board with timely valuable insight into
whether shareholders generally believe the compensation program is structured properly or needs adjustment. Third, the
annual vote prompts shareholders to review and evaluate Raytheon's compensation philosophy, policies and practices each
year, and provides a mechanism to voice their reaction. It will also help guide communications with shareholders in Raytheon's
ongoing efforts to identify and address concerns - whether on executive compensation or otherwise. An advisory vote that is
less frequent could mean delay in identifying and addressing shareholder concerns.
We believe an annual vote would be most consistent with the Board's approach to corporate governance. Raytheon has in
recent years taken a number of steps that promote access and accountability. The Board has proactively established
mechanisms by which shareholders may include nominees in the annual meeting proxy materials (proxy access), call special
meetings of shareholders, and act by written consent. An advisory vote on executive compensation annually, as opposed to
every two to three years, will most effectively complement these measures in line with the Board's philosophy.
Finally, an advisory vote on executive compensation each year is consistent with Raytheon's practice of placing all directors up
for election annually and the annual ratification of the independent outside auditor.
