--- schema_version: "secwatch.filing_event.v1" accession: "0000898822-23-000021" form_type: "8-K" ticker: "RTX" cik: "0000101829" company_name: "RTX Corp" filed_at: "2023-05-04T23:59:59+00:00" generated_at: "2026-06-15T19:17:41.629905+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Raytheon Technologies shareholders approve charter amendments to eliminate officer liability ## Summary - Shareholders approved amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty, with 897,213,443 votes for, 253,128,687 against. - Shareholders approved repeal of Article Ninth of Certificate of Incorporation, with 1,143,440,516 votes for, 6,520,234 against. - Shareholders elected 13 directors including Gregory J. Hayes (1,099,494,286 votes for) and others; all nominees received majority support. - Advisory vote on executive compensation approved with 1,100,491,128 votes for, 49,821,794 against; Board set annual frequency for future votes. - Shareholder proposal for independent board chair failed (for: 497,274,352; against: 652,738,510); greenhouse gas report also failed (for: 430,975,798; against: 709,771,530). ## SEC filing metadata - accession: 0000898822-23-000021 - form_type: 8-K - ticker: RTX - cik: 0000101829 - company_name: RTX Corp - filed_at: 2023-05-04T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/form8k5323.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000898822-23-000021 - JSON: https://secwatch.observer/filing/0000898822-23-000021.json - Plain text: https://secwatch.observer/filing/0000898822-23-000021.txt ## Key facts - Governance Changes RTX Corp: Amendment to repeal Article Ninth of the Certificate of Incorporation (effective 2023-05-03). - Change: charter amendment - Effective: 2023-05-03 source text: to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Governance Changes RTX Corp: Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (effective 2023-05-03). - Change: charter amendment - Effective: 2023-05-03 source text: The shareowners of the Company also voted at the Annual Meeting to approve an amendment to the Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer. evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders rejected A shareowner proposal requesting a report on greenhouse gas reduction plan. at the 2023-05-02 meeting. - Outcome: failed - Meeting: 2023-05-02 source text: 8) A shareowner proposal requesting a report on greenhouse gas reduction plan. The proposal was not approved, and the voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 430,975,798 709,771,530 13,132,425 154,036,001 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders approved A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer. at the 2023-05-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-02 source text: 6) A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer. A majority of the outstanding shares voted in favor of the proposal, and the proposal was approved. The voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 897,213,443 253,128,687 3,537,623 154,036,001 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders approved A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to repeal Article Ninth. at the 2023-05-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-02 source text: 5) A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to repeal Article Ninth. A majority of the outstanding shares voted in favor of the proposal, and the proposal was approved. The voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 1,143,440,516 6,520,234 3,919,003 154,036,001 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders approved A proposal that shareowners approve, on an advisory basis, the frequency of shareowner votes on named executive officer compensation. at the 2023-05-02 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-02 source text: 3) A proposal that shareowners approve, on an advisory basis, the frequency of shareowner votes on named executive officer compensation. The proposal for a shareowner advisory vote every one year was approved and the voting results are as follows: Every One Year Every Two Years Every Three Years Abstentions Broker Non-Votes 1,138,058,581 2,098,840 11,735,951 1,986,381 154,036,001 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders approved A proposal that shareowners approve, on an advisory basis, the compensation of the Company's named executive officers. at the 2023-05-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-02 source text: 2) A proposal that shareowners approve, on an advisory basis, the compensation of the Company's named executive officers. The proposal was approved, and the voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 1,100,491,128 49,821,794 3,566,831 154,036,001 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders approved A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as the Company's Independent Auditor for 2023 until the next Annual Meeting in 2024. at the 2023-05-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-02 source text: 4) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as the Company's Independent Auditor for 2023 until the next Annual Meeting in 2024. The proposal was approved, and the voting results are as follows: Votes For Votes Against Abstentions 1,265,551,999 40,848,124 1,515,631 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders approved Election of Directors at the 2023-05-02 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-02 source text: 1) Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2024 Annual Meeting of Shareowners or upon the election and qualification of their successors. The voting results for each of the nominees are as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Tracy A. Atkinson 1,138,499,573 13,735,329 1,644,851 154,036,001 Leanne G. Caret 1,148,292,974 3,780,663 1,806,116 154,036,001 Bernard A. Harris, Jr. 1,138,784,028 13,174,541 1,921,184 154,036,001 Gregory J. Hayes 1,099,494,286 52,455,588 1,929,879 154,036,001 George R. Oliver 1,146,995,145 5,179,456 1,705,152 154,036,001 Robert K. Ortberg 1,147,998,479 4,170,993 1,710,281 154,036,001 Dinesh C. Paliwal 1,142,857,011 9,110,403 1,912,339 154,036,001 Ellen M. Pawlikowski 1,145,425,677 6,841,416 1,612,660 154,036,001 Denise L. Ramos 1,145,611,847 6,477,914 1,789,992 154,036,001 Fredric G. Reynolds 1,133,798,685 18,134,123 1,946,945 154,036,001 Brian C. Rogers 1,147, evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm - Shareholder Votes RTX Corp shareholders rejected A shareowner proposal requesting the Board adopt an independent board chair policy. at the 2023-05-02 meeting. - Outcome: failed - Meeting: 2023-05-02 source text: 7) A shareowner proposal requesting the Board adopt an independent board chair policy. The proposal was not approved, and the voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 497,274,352 652,738,510 3,866,891 154,036,001 evidence_url: https://www.sec.gov/Archives/edgar/data/101829/000089882223000021/0000898822-23-000021-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.