Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

Raytheon Company

 

(Name of Registrant as Specified In Its Charter)

 

          

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

          

 

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¨ Fee paid previously with preliminary materials.

 

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LOGO

YOUR VOTE IS IMPORTANT

PLEASE VOTE YOUR PROXY TODAY

May 17, 2013

Dear Fellow Shareholder:

According to our latest records, we have not received your voting instructions for the annual meeting of Raytheon Company to be held on Thursday, May 30, 2013. You should have already received notice of the meeting and a copy of the Company’s 2013 Proxy Statement and 2012 Annual Report. You would have received these materials either in hard copy or via a link in the e-mail sent to you if you have electronic delivery. Your vote is important, no matter how many shares you hold.

For the reasons set forth in the Proxy Statement, dated April 26, 2013, the Board of Directors unanimously recommends that you vote “FOR” the Election of all Directors (Item 1), “FOR” the Advisory Vote on Executive Compensation (Item 2), and “FOR” the Ratification of PricewaterhouseCoopers LLP as Raytheon’s Independent Auditors (Item 3). The Board of Directors unanimously recommends that you vote “AGAINST” the Shareholder Proposal regarding political expenditures (Item 4), “AGAINST” the Shareholder Proposal regarding action by written consent (Item 5), “AGAINST” the Shareholder Proposal regarding Supplemental Executive Retirement Plans (Item 6) and “AGAINST” the Shareholder Proposal regarding accelerated vesting of equity awards upon a change in control (Item 7).

Please sign, date and return the enclosed proxy card or voting instruction form as soon as possible. Alternatively, you can vote via the Internet or telephone (see the instructions on back).

On behalf of your Board of Directors, thank you for your cooperation and continued support.

Sincerely,

 

LOGO

Jay B. Stephens

Senior Vice President, General Counsel

and Secretary


3 EASY WAYS TO VOTE

Help your Company avoid the expense of further solicitation by voting today. You may use one of the following simple methods to vote your shares:

 

  1. Vote by Telephone. Call the toll-free number listed for this purpose on the enclosed proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions.

 

  2. Vote by Internet. Go to the website listed on the enclosed proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions.

 

  3. Vote by Mail. Mark, sign, date and return the enclosed proxy card or voting instruction form in the postage-paid return envelope provided.

PLEASE ACT TODAY TO VOTE YOUR SHARES

 

YOUR VOTE IS IMPORTANT

Please help your Company save additional solicitation costs by marking, signing, dating and returning your enclosed proxy card or voting instruction form today. Please do so for each account you maintain. Internet and telephone voting are also available. Please refer to your proxy card or voting instruction form for instructions. If you have any questions or need assistance voting your shares, please call D. F. King & Co., Inc., which is assisting Raytheon Company, toll-free at 1-888-887-0082.