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2017 Proxy Statement
Engineering a Safer World
Letter to 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 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: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Proposal 4: Approval of the Raytheon 2017 Incentive Plan for Section 162(m) Purposes
Equity Compensation Plan Information
Proposal 5: 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
Shareholder Proposals
Section 16(a) Beneficial Ownership Reporting Compliance
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
Electronic Delivery of Future Proxy Materials and Annual Reports
Cost of Proxy Solicitation
Shareholder Account Maintenance
Other Matters
Appendix A: Raytheon 2017 Incentive Plan
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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
13
Corporate Governance
13
Board Leadership Structure
13
Board Role
15
Director Candidate Consideration and Board Refreshment
16
Director Independence
17
Board and Committee Evaluation Process
18
Shareholder Engagement
19
Governance Policies and Practices
20
Director Nominations by Shareholders
21
Director Development and Education
21
Communication with the Board
22
Political Contributions and Lobbying Expenditures Disclosure
22
Governance Documents
23
The Board of Directors and Board Committees
23
Audit Committee
24
Governance and Nominating Committee
24
Management Development and Compensation Committee
25
Public Affairs Committee
25
Special Activities Committee
25
Executive Committee
25
Compensation Committee Interlocks and Insider Participation
26
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
27
Executive Compensation
27
Table of Contents
28
Compensation Discussion and Analysis
28
Executive Summary
47
Executive Compensation Tables
59
Proposal 3: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
60
Proposal 4: Approval of the Raytheon 2017 Incentive Plan for Section 162(m) Purposes
62
Equity Compensation Plan Information
63
Proposal 5: Ratification of Appointment of PricewaterhouseCoopers LLP
64
Audit Committee Report
65
Independent Auditors: Audit and Non-Audit Fees
66
Director Compensation
66
Determination and Assessment of Director Compensation
66
Elements of Director Compensation
67
Non-Employee Director Total Compensation
68
Director Stock Ownership and Retention Guidelines
68
Policy Against Certain Raytheon Stock Transactions
69
Stock Ownership
69
Five Percent Shareholders
69
Management and Directors
70
Section 16(a) Beneficial Ownership Reporting Compliance
70
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
Electronic Delivery of Future Proxy Materials and Annual Reports
74
Cost of Proxy Solicitation
74
Shareholder Account Maintenance
74
Other Matters
A-1
Appendix A: Raytheon 2017 Incentive Plan
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