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 31, 2018
________________________________________________________________________________
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
________________________________________________________________________________ 
Delaware
(State of Incorporation)
1-13699
(Commission File Number)
95-1778500
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
_____________________________________________________________________________________






Item 5.07. Submission of Matters to a Vote of Security Holders.

Raytheon Company held its annual meeting of shareholders on May 31, 2018. 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 17, 2018.

1.
Raytheon’s shareholders elected, by a majority of the votes cast, each of the twelve nominees to the Board of Directors as follows:
Director
For
Against
Abstain
Broker Non-Votes
Tracy A. Atkinson
205,450,117

3,873,577

887,913

40,521,269

Robert E. Beauchamp
205,565,408

3,715,720

930,479

40,521,269

Adriane M. Brown
208,023,718

1,292,939

894,950

40,521,269

Vernon E. Clark
204,444,357

4,867,956

899,294

40,521,269

Stephen J. Hadley
202,921,983

6,160,205

1,129,419

40,521,269

Thomas A. Kennedy
196,893,688

11,183,557

2,134,362

40,521,269

Letitia A. Long
205,231,045

4,095,406

885,156

40,521,269

George R. Oliver
205,448,308

3,832,505

930,794

40,521,269

Dinesh C. Paliwal
204,974,711

4,248,336

988,560

40,521,269

William R. Spivey
200,300,798

8,946,514

964,295

40,521,269

James A. Winnefeld, Jr.
205,505,389

3,787,052

919,166

40,521,269

Robert O. Work
207,769,961

1,499,552

942,094

40,521,269


2.
Raytheon’s shareholders voted on the advisory vote to approve named executive officer compensation as follows:
For
Against
Abstain
Broker Non-Votes
187,840,616
20,813,836
1,557,155
40,521,269

3.
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, 2018 as follows:
For
Against
Abstain
241,495,006
8,192,622
1,045,248

4.
Raytheon’s shareholders voted on the shareholder proposal to amend the proxy access by-law as follows:
For
Against
Abstain
Broker Non-Votes
75,470,804
132,234,439
2,506,364
40,521,269

2




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 5, 2018
By:
/s/ Frank R. Jimenez
 
 
 
 
Frank R. Jimenez
 
 
 
 
Vice President, General Counsel and Secretary
 
 
 
 
 
 


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