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8-KThe WireRoutine

Shareholder Vote

Filed Apr 28, 2021 · 5y ago · Accession 0000202058-21-000014

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 28, 2021 ( April 23, 2021 ) 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 2021 Annual Meeting of Shareholders The 2021 Annual Meeting of the Shareholders (the "2021 Annual Meeting") of the Company was held on April 23, 2021 as a virtual-only 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 11, 2021 (the “2021 Proxy Statement”). Of the 205,565,782 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2021 Annual Meeting as of the February 26, 2021 record date, a total of 183,978,066 shares (for a quorum of approximately 89.5%) was represented at the meeting. Set forth below are the final voting results for the proposals voted on at the 2021 Annual Meeting. (1) Proposal 1 – Election of Directors: Voting to elect twelve nominees to the Company’s Board of Directors (the “Board”) for a 1-year term expiring at the 2022 Annual Meeting of Shareholders, or until their successors are elected and qualified: Number of Shares Nominee For Against Abstain Broker Non-Votes Sallie B. Bailey 163,940,922 1,985,421 868,661 17,183,062 William M. Brown 155,716,532 10,365,822 712,650 17,183,062 Peter W. Chiarelli 163,754,539 2,127,505 912,960 17,183,062 Thomas A. Corcoran 160,483,322 5,361,733 949,949 17,183,062 Thomas A. Dattilo 155,743,713 10,211,632 839,659 17,183,062 Roger B. Fradin 139,579,566 26,256,606 958,832 17,183,062 Lewis Hay III 153,851,062 12,038,144 905,798 17,183,062 Lewis Kramer 160,221,411 5,718,634 854,959 17,183,062 Christopher E. Kubasik 162,806,285 3,193,473 795,246 17,183,062 Rita S. Lane 161,754,822 4,249,792 790,390 17,183,062 Robert B. Millard 154,292,855 11,602,838 899,311 17,183,062 Lloyd W. Newton 158,135,025 7,513,378 1,146,601 17,183,062 Each nominee was elected by the Company’s shareholders, consistent with the recommendation from the Board. 2) Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers: Voting to approve, in an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2021 Proxy Statement: Number of Shares For Against Abstain Broker Non-Votes Proposal 2 155,291,020 10,179,813 1,324,171 17,183,062 The compensation of the Company’s named executive officers was approved, in an advisory vote, by the Company’s shareholders, consistent with the recommendation from the Board. 1 (3) Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm: Voting to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021: Number of Shares For Against Abstain Proposal 3 176,981,262 6,236,789 760,015 Proposal 3 was approved by the Company’s shareholders, consistent with the recommendation from the Board. Item 9.01 Financial Statements and Exhibits.      (d) Exhibits.       The following exhibit is filed herewith: Exhibit Number Description                                                                                                                               104 Cover Page Interactive Data File formatted in Inline XBRL. 2 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 28, 2021 Title: Senior Vice President, General Counsel and Secretary 3
Filing details
Ticker
LHX
CIK
202058
Form type
8-K
Filing date
Apr 28, 2021
Report date
Apr 23, 2021
Document
hrs-20210423.htm
Size
228 KB