Bylaw Amendment · Shareholder Vote

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 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: ☐ 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 5.03 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 2 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 : Number of Shares For Against Abstain Broker Non-Votes 49,608,790 102,427,315 2,261,923 14,958,914 Item 9.01 Financial Statements and Exhibits.      (d) Exhibits.       The following exhibits are provided herewith: Exhibit Number Description                                                                                                                               3.1 Certificate of Amendment to the Restated Certificate of Incorporation of L3Harris Technologies, Inc. dated April 19 , 2024 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 23, 2024 Title: Senior Vice President, General Counsel and Secretary 4