Bylaw Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 27, 2020     Motorola Solutions, Inc. (Exact Name of Registrant as Specified in Charter)     DELAWARE (State or Other Jurisdiction of Incorporation)   1-7221   36-1115800 (Commission File Number)   (IRS Employer Identification No.) 500 W. Monroe Street Chicago , Illinois   60661 (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: (847) 576-5000     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 (see General Instruction A.2. below):   ☐ 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, $0.01 Par Value per Share   MSI   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On and effective August 27, 2020, the Board of Directors (the “Board”) of Motorola Solutions, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) to implement proxy access. The Amended Bylaws allow an eligible stockholder or a group of no more than 20 eligible stockholders to elect to have one or more stockholder nominees for director included in the Company’s proxy materials. The eligible stockholder or group of stockholders must have continuously owned 3% of the Company’s outstanding common stock for a minimum period of three years. The maximum number of stockholder nominees for director under this proxy access provision is limited to the greater of two and 20% of the total number of directors on the Board. The ability of eligible stockholders to use proxy access is subject to various additional terms, conditions, and requirements set forth in the Amended Bylaws. The foregoing description of the changes to the Company’s Amended and Restated Bylaws as set forth in the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits (d) Exhibits   Exhibit Number    Exhibit Description 3.1    Amended and Restated Bylaws of Motorola Solutions, Inc. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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.     MOTOROLA SOLUTIONS, INC. (Registrant) Dated: August 27, 2020     By:   /s/ Kristin L. Kruska     Name:   Kristin L. Kruska     Title:   Corporate Vice President, Transactions, Corporate & Securities and Secretary