Executive Change · Shareholder Vote

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): May 17, 2022     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 Not applicable (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 (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   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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) As described in Item 5.07 below, Motorola Solutions, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders on May 17, 2022 (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 (the “Omnibus Plan”), which had been previously approved by the Board of Directors of the Company (the “Board”) on March 10, 2022, subject to shareholder approval. The following paragraphs provide a summary of certain terms of the Omnibus Plan. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Omnibus Plan was also described in Proposal No. 4 to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2022 in connection with the 2022 Annual Meeting. Executives (including named executive officers) and other employees of the Company and its subsidiaries, as well as non-employee directors, are eligible to participate in the Omnibus Plan. The Omnibus Plan is an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2015 (f/k/a the Motorola Solutions Omnibus Incentive Plan of 2006). The amendment and restatement increased the aggregate number of shares of the Company’s common stock authorized for issuance under the Omnibus Plan by 4,650,000 shares, for a total of 16,650,000 shares authorized for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance cash awards, and other stock or cash awards, subject to the terms of the Omnibus Plan. The Omnibus Plan contains certain award limitations including (but not limited to) that no employee may receive awards of stock options or stock appreciation rights exceeding one million shares in any calendar year. The Omnibus Plan will be administered by the Compensation and Leadership Committee of the Board (the “Compensation Committee”). The effective date of the Omnibus Plan is May 17, 2022. The Board or the Compensation Committee may amend the Omnibus Plan from time to time, subject to any requirement of shareholder approval required by applicable law, regulation or stock exchange rule. No amendment may reduce the amount of any existing award or change the terms of such award in a manner adverse to a participant without such participant’s consent, subject to certain exceptions.   Item 5.07. Submission of Matters to a Vote of Security Holders. Set forth below are the proposals that were voted upon by the Company’s shareholders at the 2022 Annual Meeting and the voting results for each such proposal:   1. The Company’s shareholders elected all of the director nominees, by the votes set forth below, to serve a one-year term until their respective successors are elected and qualified or until their earlier death or resignation:   Director Nominee    For      Against      Abstain      Broker Non-Votes   Gregory Q. Brown      127,088,223        7,474,900        1,394,438        14,269,881   Kenneth D. Denman      125,253,283        9,748,275        956,003        14,269,881   Egon P. Durban      68,777,699        66,835,386        344,476        14,269,881   Ayanna M. Howard      135,404,217        286,012        267,332        14,269,881   Clayton M. Jones      134,341,742        1,354,489        261,330        14,269,881   Judy C. Lewent      131,682,429        4,020,727        254,405        14,269,881   Gregory K. Mondre      95,382,820        40,231,509        343,232        14,269,881   Joseph M. Tucci      129,629,348        6,035,872        292,341        14,269,881     1 2. The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022, by the votes set forth below:   For   Against   Abstain   Broker Non-Votes 149,692,615   296,077   238,750   —     3. The Company’s shareholders approved, on an advisory (non-binding) basis, the Company’s executive compensation, by the votes set forth below:   For   Against   Abstain   Broker Non-Votes 126,374,953   9,247,892   334,716   14,269,881   4. The Company’s shareholders approved the Omnibus Plan, by the votes set forth below:   For   Against   Abstain   Broker Non-Votes 127,213,207   8,401,585   342,769   14,269,881   Item 9.01. Financial Statements and Exhibits. (d)   Exhibit No.    Description 10.1    Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)   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.       MOTOROLA SOLUTIONS, INC. (Registrant) Dated: May 20, 2022     By:   /s/ Kristin L. Kruska     Name:   Kristin L. Kruska     Title:   Corporate Vice President, Transactions, Corporate & Securities Law and Secretary