Raytheon: elect the entire board each year

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PROPOSAL 3*
ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR
Shareholder proposal

John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, Calif. 90278, Raytheon shareholder, submits this proposal.

RESOLVED: ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR WITH A 70% MAJORITY OF INDEPENDENT DIRECTORS.
Raytheon shareholders request the Board of Directors take all necessary steps to enact this resolution today. This includes that less frequent than annual election of the entire board can be enacted only by a majority of shareholder votes, on a separate-issue basis.

WHY ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR?
To make Raytheon more competitive at the highest corporate level.

Competitiveness at the highest level will have the greatest impact to improve Raytheon's dismal performance:

According to Raytheon, consolidation savings are supposed to rise sharply in the 3rd and 4th quarters -- from virtually zero in the first half of 1998.
Aviation Week Oct. 5, 1998

Raytheon will not meet Wall Street expectations for 3rd quarter earnings -- expands layoffs. Raytheon spent $13 billion to buy Hughes Electronics and Texas Instruments. Has been trying to squeeze costs from the combined operation ever since.
New York Times Oct. 8, 1998

3-cents a share earned in the 3rd quarter.
90-cents a share estimated earlier.
New York Times Oct. 21, 1998

We've reduced our Raytheon earnings estimates for both 1998 and 1999.
Value Line Oct. 2, 1998

Raytheon took a $495 million charge in 1997's 4th quarter.
Standard & Poors Aug. 15, 1998

E-System was never really assimilated into Raytheon even though it was bought 3-years ago.
Aviation Week June 22, 1998

Considerable skepticism surrounds Raytheon projections about how much it will save from the integration of the Hughes and TI businesses.

With 5,300 additional layoffs announced last week, Raytheon is apt to encounter employee morale problems.
Aviation Week Oct. 12, 1998

Raytheon adopts new poison pill [until 2007] without shareholder vote -- despite a commitment to shareholders not to do so.
Investor Responsibility Research Center, Washington, DC Feb. 13, 1998

Raytheon ranks dead-last out of 20 large aerospace firms in "Best Managed" survey.

Raytheon?s net-return-on-productive-assets score plunged 77% during latest
5-year period.
Aviation Week Aug. 10, 1998

Raytheon paid CEO Mr. Picard a whopping $14-million for 1997.
But much work remains to consolidate Hughes and TI.
Boston Globe April 1998

Annual election of directors will encourage an independent and competitive Raytheon board for effective oversight of management.

LACK OF INDEPENDENCE AND COMPETITIVENESS --
ANALYSIS OF RAYTHEON DIRECTORS

Extra Raytheon
Director paycheck for (a): Additional Lack of Independence Issues
C.-Mansfield Leasing (a) 12-year term (b) On 1 Key Committee (c)
Dorfman Hughes services(a)4 board seats (d) On 1 Key Committee (c)
Deutch 11 board seats (d)
Everhart 6 board seats (d) On 1 Key Committee (c)
Hauptfuhrer 12-year term (b) On 1 Key Committee (c)
" " 8 board seats (d)
Hill 25-year term (b) On 2 Key Committees (c)
Land 21-year term (b) On 2 Key Committees (c)
Meirelles Banking (a) 5 board seats (d)
Phillips Ex-employee (a) 37-year term (b) On 1 Key Committee (c)
" " 5 board seats (d)
Rudman Legal services (a) 5 board seats (d) On 2 Key Committees (c)

(a) A disproportionate number of directors rely on Raytheon for one kind of paycheck or another.

(b) CalPERS has argued that board members who stay on for a decade or more should no longer be considered independent.
Business Week Sept. 15, 1997

(c) Institutional Shareholder Services (www.cda.com/iss) said it recommends that all the key board committees have only independent outside directors.

(d) The more boards a director sits on, the less effective he?ll probably be.
Business Week Nov. 25, 1996

The best boards continue to raise the bar, said Business Week:
Place the entire board up for election every year
YES ON 3*

* The Company is respectfully requested to insert the correct item numbers for the

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		PROPOSAL 3* ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR Shareholder proposal John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, Calif. 90278, Raytheon shareholder, submits this proposal. RESOLVED: ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR WITH A 70% MAJORITY OF INDEPENDENT DIRECTORS. Raytheon shareholders request the Board of Directors take all necessary steps to enact this resolution today. This includes that less frequent than annual election of the entire board can be enacted only by a majority of shareholder votes, on a separate-issue basis. WHY ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR? To make Raytheon more competitive at the highest corporate level. Competitiveness at the highest level will have the greatest impact to improve Raytheon's dismal performance: According to Raytheon, consolidation savings are supposed to rise sharply in the 3rd and 4th quarters -- from virtually zero in the first half of 1998. Aviation Week Oct. 5, 1998 Raytheon will not meet Wall Street expectations for 3rd quarter earnings -- expands layoffs. Raytheon spent $13 billion to buy Hughes Electronics and Texas Instruments. Has been trying to squeeze costs from the combined operation ever since. New York Times Oct. 8, 1998 3-cents a share earned in the 3rd quarter. 90-cents a share estimated earlier. New York Times Oct. 21, 1998 We've reduced our Raytheon earnings estimates for both 1998 and 1999. Value Line Oct. 2, 1998 Raytheon took a $495 million charge in 1997's 4th quarter. Standard & Poors Aug. 15, 1998 E-System was never really assimilated into Raytheon even though it was bought 3-years ago. Aviation Week June 22, 1998 Considerable skepticism surrounds Raytheon projections about how much it will save from the integration of the Hughes and TI businesses. With 5,300 additional layoffs announced last week, Raytheon is apt to encounter employee morale problems. Aviation Week Oct. 12, 1998 Raytheon adopts new poison pill [until 2007] without shareholder vote -- despite a commitment to shareholders not to do so. Investor Responsibility Research Center, Washington, DC Feb. 13, 1998 Raytheon ranks dead-last out of 20 large aerospace firms in "Best Managed" survey. Raytheon?s net-return-on-productive-assets score plunged 77% during latest 5-year period. Aviation Week Aug. 10, 1998 Raytheon paid CEO Mr. Picard a whopping $14-million for 1997. But much work remains to consolidate Hughes and TI. Boston Globe April 1998 Annual election of directors will encourage an independent and competitive Raytheon board for effective oversight of management. LACK OF INDEPENDENCE AND COMPETITIVENESS -- ANALYSIS OF RAYTHEON DIRECTORS Extra Raytheon Director paycheck for (a): Additional Lack of Independence Issues C.-Mansfield Leasing (a) 12-year term (b) On 1 Key Committee (c) Dorfman Hughes services(a)4 board seats (d) On 1 Key Committee (c) Deutch 11 board seats (d) Everhart 6 board seats (d) On 1 Key Committee (c) Hauptfuhrer 12-year term (b) On 1 Key Committee (c) " " 8 board seats (d) Hill 25-year term (b) On 2 Key Committees (c) Land 21-year term (b) On 2 Key Committees (c) Meirelles Banking (a) 5 board seats (d) Phillips Ex-employee (a) 37-year term (b) On 1 Key Committee (c) " " 5 board seats (d) Rudman Legal services (a) 5 board seats (d) On 2 Key Committees (c) (a) A disproportionate number of directors rely on Raytheon for one kind of paycheck or another. (b) CalPERS has argued that board members who stay on for a decade or more should no longer be considered independent. Business Week Sept. 15, 1997 (c) Institutional Shareholder Services (www.cda.com/iss) said it recommends that all the key board committees have only independent outside directors. (d) The more boards a director sits on, the less effective he?ll probably be. Business Week Nov. 25, 1996 The best boards continue to raise the bar, said Business Week: Place the entire board up for election every year YES ON 3* * The Company is respectfully requested to insert the correct item numbers for the Back to the top