Date of Report (Date of earliest event reported): April 19, 2024
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-3863
34-0276860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1025 West NASA Boulevard
Melbourne,
Florida
32919
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (321) 727-9100
No change
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
LHX
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
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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.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 19, 2024, L3Harris Technologies, Inc. (the “Company”) amended its Restated Certificate of Incorporation by filing a Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment reflected an amendment to limit liability of officers as permitted by law, as approved by the holders of more than a majority of the Company’s shares outstanding and entitled to vote at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and as described in Item 5.07 below. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting Results for 2024 Annual Meeting
On April 19, 2024, the Company held the 2024 Annual Meeting. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 8, 2024. Of the 190,089,502 shares of the Company’s common stock issued, outstanding and entitled to vote at the 2024 Annual Meeting as of the February 23, 2024 record date, a total of 169,256,942 shares (for a quorum of approximately 89.0%) was represented at the meeting.
1) Proposal 1 – Election of Directors. The Company’s shareholders elected each of the fourteen nominees to the Company’s Board of Directors (“Board”) for a 1-year term expiring at the 2025 Annual Meeting, or until their successors are elected and qualified. The voting results for each of the nominees are as follows:
Number of Shares
Nominee
For
Against
Abstain
Broker Non-Votes
Sallie B. Bailey
151,292,928
2,546,929
458,171
14,958,914
Peter W. Chiarelli
149,719,738
4,031,426
546,864
14,958,914
Thomas A. Dattilo
143,722,961
9,995,030
580,037
14,958,914
Roger B. Fradin
138,991,441
14,707,394
599,193
14,958,914
Joanna L. Geraghty
151,011,457
2,735,947
550,624
14,958,914
Kirk S. Hachigian
148,348,600
5,374,294
575,134
14,958,914
Harry B. Harris, Jr.
149,355,380
4,365,853
576,795
14,958,914
Lewis Hay III
145,783,649
7,964,126
550,253
14,958,914
Christopher E. Kubasik
146,829,494
6,940,983
527,551
14,958,914
Rita S. Lane
149,550,566
4,101,116
646,346
14,958,914
Robert B. Millard
146,949,109
6,667,764
681,155
14,958,914
Edward A. Rice, Jr.
151,882,373
1,754,687
660,968
14,958,914
William H. Swanson
151,554,165
2,146,782
597,081
14,958,914
Christina L. Zamarro
151,973,970
1,717,823
606,235
14,958,914
2) Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation.The Company’s shareholders approved the compensation of the Company’s named executive officers, in an advisory vote, and the voting results are as follows:
Number of Shares
For
Against
Abstain
Broker Non-Votes
141,472,816
12,093,285
731,927
14,958,914
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3) Proposal 3 – Approval of the L3Harris Technologies, Inc. 2024 Equity Incentive Plan. The Company’s shareholders approved the Company's 2024 Equity Incentive Plan, and the voting results are as follows:
Number of Shares
For
Against
Abstain
Broker Non-Votes
142,777,481
10,803,321
717,226
14,958,914
4) Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the Audit Committee of the Board’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2025, and the voting results are as follows:
Number of Shares
For
Against
Abstain
162,112,572
6,797,524
346,846
5) Proposal 5 – Amendment of the L3Harris Technologies, Inc. Restated Certificate of Incorporation. The Company’s shareholders approved the amendment of the Company's Restated Certificate of Incorporation to limit liability of officers as permitted by law, and the voting results are as follows:
Number of Shares
For
Against
Abstain
Broker Non-Votes
137,004,777
16,658,441
634,810
14,958,914
6) Proposal 6 – Shareholder Proposal. The Company’s shareholders rejected the Shareholder Proposal titled “Transparency in Lobbying,” and the voting results are as follows:
Cover Page Interactive Data File formatted in Inline XBRL.
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SIGNATURE
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.
L3HARRIS TECHNOLOGIES, INC.
By:
/s/ Scott T. Mikuen
Name:
Scott T. Mikuen
Date: April 23, 2024
Title:
Senior Vice President, General Counsel and Secretary