TEXTRON INC. (NASDAQ:TXT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03.

(a)

Effective December6, 2016, the Board of Directors (the Board) of
Textron Inc. (the Company) amended the Companys Amended and
Restated By-Laws, as previously amended (the By-Laws), to
implement a proxy access by-law.

As amended, ArticleII, Section2.05 of the By-Laws implements
proxy access. The by-law permits a stockholder, or group of up to
20 stockholders, owning at least 3% of the Companys outstanding
common stock continuously for at least three years to nominate
and include in the Companys proxy materials director nominees
constituting up to the greater of two or 20% of the Board,
provided that the stockholder(s)and the director
nominee(s)satisfy the requirements specified in the By-Laws.

The By-Laws were also amendedto make updates to the required
disclosures and representations of stockholders making director
nominations through the advance notice by-law contained in
Section2.04 of the By-Laws, in light of the proxy access by-law,
and to make updates and other non-substantive conforming changes
to the By-Laws.

The foregoing summary description of the amendments to the
By-Laws is not intended to be complete and is qualified in its
entirety by reference to the complete text of the By-Laws, as
amended, a copy of which is included as Exhibit3.2 to this
Current Report on Form8-K and incorporated herein by reference.

3.2 Amended and Restated By-Laws of Textron Inc., effective
April28, 2010 and further amended April27, 2011, July23, 2013,
February25, 2015, and December6, 2016.

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