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8-KThe WireRoutine

Shareholder Vote

Filed Apr 24, 2023 · 3y ago · Accession 0000202058-23-000024

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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 ☐ 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. ☐ Item 5.07      Submission of Matters to a Vote of Security Holders. Voting Results for 2023 Annual Meeting On April 21, 2023, L3Harris Technologies, Inc. (the “Company”) held its 2023 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 10, 2023. Of the 189,956,530 shares of the Company’s common stock issued, outstanding and entitled to vote at the 2023 Annual Meeting as of the February 24, 2023 record date, a total of 168,332,355 shares (for a quorum of approximately 89%) was represented at the meeting. (1) Proposal 1 – Election of Directors . The Company’s shareholders elected each of the twelve nominees to the Company’s Board of Directors (“Board”) for a 1-year term expiring at the 2024 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 149,470,646 2,604,224 667,185 15,590,300 Peter W. Chiarelli 149,769,321 2,345,186 627,548 15,590,300 Thomas A. Dattilo 138,811,892 13,253,642 676,521 15,590,300 Roger B. Fradin 143,741,483 8,323,580 676,992 15,590,300 Joanna L. Geraghty 150,016,019 2,072,134 653,902 15,590,300 Harry B. Harris, Jr. 150,473,856 1,593,793 674,406 15,590,300 Lewis Hay III 143,865,101 8,245,340 631,614 15,590,300 Christopher E. Kubasik 145,488,470 6,691,527 562,058 15,590,300 Rita S. Lane 149,775,399 2,359,913 606,743 15,590,300 Robert B. Millard 143,608,757 8,430,422 702,876 15,590,300 Edward A. Rice, Jr. 150,547,685 1,552,590 641,780 15,590,300 Christina L. Zamarro 150,130,569 1,960,754 650,732 15,590,300 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 140,557,829 11,078,615 1,105,611 15,590,300 3) Proposal 3 – Advisory Vote on Frequency of Future Shareholder Votes on Named Executive Officer Compensation . The Company’s shareholders approved Every Year, in an advisory vote, as the frequency of future advisory votes on named executive officer compensation, and the voting results are as follows : Number of Shares  Every Year  Every 2 Years Every 3 Years Abstain Broker Non-Votes 149,480,175 707,041 2,363,359 191,480 15,590,300 The Company has decided, consistent with the voting results and the recommendation of the Board, to hold an advisory vote to approve named executive officer compensation on an annual basis until the next required vote on frequency of future advisory votes on named executive officer compensation (which would be at the 2029 Annual Meeting, unless presented earlier). 2 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 December 29, 2023, and the voting results are as follows : Number of Shares For Against Abstain 162,625,675 5,270,776 435,904 Proposal 5 – Shareholder Proposal . The Company’s shareholders rejected the Shareholder Proposal titled “Transparency in regard to Lobbying,” and the voting results are as follows : Number of Shares For Against Abstain Broker Non-Votes 56,938,594 93,405,666 2,397,795 15,590,300 Item 9.01 Financial Statements and Exhibits.      (d) Exhibits.       The following exhibits are filed herewith: Exhibit Number Description                                                                                                                               104 Cover Page Interactive Data File formatted in Inline XBRL. 3 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 24, 2023 Title: Senior Vice President, General Counsel and Secretary 4
Filing details
Ticker
LHX
CIK
202058
Form type
8-K
Filing date
Apr 24, 2023
Report date
Apr 21, 2023
Document
hrs-20230421.htm
Size
233 KB