Raytheon Company 2019 Proxy Statement

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01	Notice of Annual Meeting of Shareholders
02	Proxy Summary
09	Proposal 1: Election of Directors
09	Nominees for Election
16	Corporate Governance
16	Board Leadership Structure
16	Board Role
18	Director Candidate Consideration and Board Refreshment
21	Director Independence
21	Board and Committee Evaluation Process
22	Shareholder Engagement
23	Governance Policies and Practices
25	Director Nominations by Shareholders
26	Director Orientation, Development and Education
26	Communication with the Board
27	Political Contributions and Lobbying Expenditures Disclosure
27	Governance Documents
28	The Board of Directors and Board Committees
28	Audit Committee
29	Governance and Nominating Committee
29	Management Development and Compensation Committee
30	Public Policy and Corporate Responsibility Committee
30	Special Activities Committee
30	Executive Committee
30	Compensation Committee Interlocks and Insider Participation
31	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
33	Executive Compensation
33	Table of Contents
34	Compensation Discussion and Analysis
34	Executive Summary
59	Executive Compensation Tables

74	Proposal 3: Approval of the Raytheon 2019 Stock Plan
74	Determination of Share Reserve Under the 2019 Stock Plan
75	Purpose of This Proposal
75	Current Overview of Outstanding Equity Awards
76	2019 Stock Plan Key Features
77	Summary of the Stock Plan
81	Securities Authorized for Issuance Under Equity Compensation Plans
82	Proposal 4: Ratification of Appointment of PricewaterhouseCoopers LLP
83	Audit Committee Report
84	Independent Auditors: Audit and Non-Audit Fees
85	Director Compensation
85	Determination and Assessment of Non-Employee Director Compensation
86	Elements of Director Compensation
87	Non-Employee Director Total Compensation
88	Director Stock Ownership and Retention Guidelines
88	Policy Against Certain Raytheon Stock Transactions
89	Stock Ownership
89	Five Percent Shareholders
89	Management and Directors
90	Section 16(a) Beneficial Ownership Reporting Compliance
90	Shareholder Proposals
91	General Information
91	Proxies and Voting Procedures
91	Shareholders Entitled to Vote
92	Quorum and Required Vote
93	Tabulation of Votes
93	Multiple Copies of Annual Report to Shareholders
93	Householding Information
93	Important Notice Regarding the Availability of Proxy Materials
93	Electronic Availability of Proxy Statement and Annual Report
94	Cost of Proxy Solicitation
94	Shareholder Account Maintenance
94	Other Matters
95	Appendix A—Raytheon 2019 Stock Plan

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TABLE OF CONTENTS