A8K2016ANNUALSHAREHOL_IMAGE1.GIF
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): November 2, 2017 (October 27, 2017)
 
HARRIS CORPORATION
 
 
(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 Blvd., 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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 o
 
 
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. o
 

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Item 5.07      Submission of Matters to a Vote of Security Holders.
Voting Results For 2017 Annual Meeting of Shareholders

The 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) of Harris Corporation (“Harris” or the “Company”) was held on October 27, 2017. 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 September 7, 2017 (the “2017 Proxy Statement”). Of the 119,109,614 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2017 Annual Meeting as of the record date of September 1, 2017, a total of 107,704,924 (for a quorum of approximately 90%) was represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2017 Annual Meeting.
(1) Proposal 1 – Election of Directors: Voting to elect twelve nominees to the Company’s Board of Directors (the “Board”) for a one-year term expiring at the 2018 Annual Meeting of Shareholders, or until their successors are elected and qualified:
 
 
Number of Shares
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
James F. Albaugh
 
96,939,198
 
534,837
 
245,194
 
9,985,695
William M. Brown
 
94,086,169
 
2,994,386
 
638,674
 
9,985,695
Peter W. Chiarelli
 
96,972,866
 
476,453
 
269,910
 
9,985,695
Thomas A. Dattilo
 
94,904,626
 
2,580,481
 
234,122
 
9,985,695
Roger B. Fradin
 
96,858,722
 
574,211
 
286,296
 
9,985,695
Terry D. Growcock
 
95,805,877
 
1,688,642
 
224,710
 
9,985,695
Lewis Hay III
 
95,555,620
 
1,952,842
 
210,767
 
9,985,695
Vyomesh I. Joshi
 
96,540,033
 
863,565
 
315,631
 
9,985,695
Leslie F. Kenne
 
96,333,397
 
1,183,392
 
202,440
 
9,985,695
Dr. James C. Stoffel
 
96,116,727
 
1,392,841
 
209,661
 
9,985,695
Gregory T. Swienton
 
95,328,063
 
2,179,041
 
212,125
 
9,985,695
Hansel E. Tookes II
 
95,003,397
 
2,504,572
 
211,260
 
9,985,695
 
 
 
 
 
 
 
 
 
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, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2017 Proxy Statement:

• For: 93,404,105
• Against: 3,906,672
• Abstain: 408,452
• Broker Non-Votes: 9,985,695

The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis, by the Company’s shareholders, consistent with the recommendation from the Board.

(3) Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers: Voting, on a non-binding, advisory basis, for every year, every two years or every three years as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:

• Every Year: 87,293,268
• Every Two Years: 281,268
• Every Three Years: 9,929,762
• Abstain: 214,931
• Broker Non-Votes: 9,985,695

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Every year was approved, on a non-binding, advisory basis, by the Company’s shareholders as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, consistent with the recommendation from the Board. In addition, the Company has decided, consistent with the vote of the Company’s shareholders and the recommendation from the Board, to include an annual shareholder vote to approve the compensation of the Company’s named executive officers in its proxy materials until the next required vote on the frequency of shareholder votes to approve the compensation of the Company’s named executive officers (which would be at the 2023 Annual Meeting of Shareholders of Harris Corporation unless presented earlier).

(4) Proposal 4 – 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 June 29, 2018:

• For: 106,292,061
• Against: 1,224,110
• Abstain: 188,753

Proposal 4 was approved by the Company’s shareholders, consistent with the recommendation from the Board.

Item 8.01      Other Events.
Changes to Annual Compensation of Non-Employee Directors

On October 27, 2017, the Board approved, on the recommendation of the Company’s Governance and Corporate Responsibility Committee, changes to the annual compensation of the Company’s non-employee directors, effective January 1, 2018. The changes consisted of the following:
•
Eliminating the cash attendance fee of $2,000 for each meeting or telephonic meeting of the Board and each committee of the Board and for attendance at any other meeting or event for or on the Company’s behalf;
•
Increasing the annual cash retainer for service as a member of the Board from $80,000 to $105,000;
•
Increasing the annual cash retainer for service as Chairperson of the Company’s Audit Committee from $20,000 to $25,000 and Management Development and Compensation Committee from $15,000 to $20,000;
•
Instituting an annual cash retainer for service as a member (other than Chairperson) of each committee of the Board, in an amount equal to 50% of the annual cash retainer for service as Chairperson of the applicable committee; and
•
Increasing the annual value of Harris stock equivalent units credited to each non-employee director’s account under the Harris Corporation 2005 Director’s Deferred Compensation Plan, as amended, from $135,000 to $145,000.
A Summary of Annual Compensation of Non-Employee Directors effective January 1, 2018 is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibit is filed herewith:

Exhibit
Number
Description                                                                                                                              
10.1

 *Management contract or compensatory plan or arrangement

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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.

 
 
 
 
 
 
HARRIS CORPORATION
 
 
By:
/s/ Scott T. Mikuen
 
 
 
Name:
Scott T. Mikuen
 
Date: November 2, 2017
 
Title:
Senior Vice President, General Counsel
and Secretary
 


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Exhibit 10.1
SUMMARY OF ANNUAL COMPENSATION OF NON-EMPLOYEE DIRECTORS
(Last Modified October 27, 2017)

The following table summarizes the annual compensation of non-employee directors of Harris Corporation (“ Harris ”) effective as of January 1, 2018. Employee directors are not separately compensated for service as a director.

Annual Cash Retainers for Service as:

•
Member of the Board – $105,000
•
Non-executive Chairman of the Board (to the extent applicable) – $150,000
•
Lead Independent Director – $25,000
•
Chairperson of Audit Committee – $25,000
•
Chairperson of Management Development and Compensation Committee – $20,000
•
Chairperson of Committee other than Audit Committee or Management Development and Compensation Committee – $15,000
•
Member (other than Chairperson) of each committee of the Board – 50% of annual cash retainer for service as Chairperson of applicable committee

Deferred Compensation Plan

•
Under the terms of the Harris Corporation 2005 Directors’ Deferred Compensation Plan, as amended (the “ 2005 Directors’ Plan ”), on January 1, April 1, July 1 and October 1 of each year, Harris credits each non-employee director’s account with a number of Harris stock equivalent units having an aggregate fair market value equal to $36,250 (for an annual rate of $145,000), which amount may be changed from time to time by the Board. In addition, under the 2005 Directors’ Plan, prior to the commencement of a calendar year, each non-employee director may make an irrevocable election to defer all or a portion of his or her director compensation for the subsequent year or years. Amounts deferred at the election of the non-employee director may be invested in investment alternatives similar to those available under the Harris Corporation Retirement Plan or in Harris stock equivalent units, pursuant to which a non-employee director’s account is credited with a number of Harris stock equivalent units based on the fair market value of Harris common stock on the date of deferral. Harris stock equivalent units are equivalent in value to shares of Harris common stock. A non-employee director may not transfer or reallocate amounts invested in other investments into Harris stock equivalent units, but may reallocate (provided director minimum stock ownership guidelines are satisfied) amounts invested in Harris stock equivalent units into any other investment alternatives. Deferred amounts and investment earnings on such amounts are payable in cash following the non-employee director’s resignation, retirement or death. Each Harris stock equivalent unit is credited with dividend equivalents, which are deemed reinvested in additional Harris stock equivalent units on the dividend payment date.

•
Amounts invested in Harris stock equivalent units shall be appropriately adjusted in the event of any stock dividend or split, recapitalization, merger, spin-off, extraordinary dividends or other similar events.

•
A non-employee director may elect to receive amounts deferred under the 2005 Directors’ Plan, including amounts deferred in the form of Harris stock equivalent units, either in a cash lump sum on a date certain within five years of his or her resignation or retirement or in annual substantially equal cash installments over a designated number of years beginning on a date certain within five years of a director’s resignation or retirement, provided that all amounts are fully paid within ten years of resignation or retirement.

•
Within 90 days following a non-employee director’s death, a lump sum cash payment equal to the then-remaining balance in his or her account will be made to his or her beneficiary.

•
Within 90 days following a Change of Control (as defined in the 2005 Directors’ Plan), and to the extent permitted by Section 409A of the Internal Revenue Code, each non‑employee director (or former non-employee director) will receive a lump sum cash payment equal to the then-remaining balance in his or her

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account. If payment within 90 days following a Change of Control is not permitted by Section 409A of the Internal Revenue Code, then payment will be made at the time and in the form that payment would have been made if a Change of Control had not occurred.

•
The foregoing summary description of the 2005 Directors’ Plan is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the 2005 Directors’ Plan.

Travel and Other Expenses

•
Reimbursement of actual costs and expenses incurred in the performance of service as a director, including director education institutes and activities.

Insurance

•
Liability insurance and up to $200,000 in accidental death and dismemberment insurance and an additional $200,000 if involved in an accident while traveling on business relating to Harris’ affairs.

Charitable Gift Matching Program

•
Matching of a non-employee director’s contributions to eligible educational institutions and charitable organizations up to an annual maximum of $10,000 per non-employee director.

One-Time Grant of Restricted Stock to New Directors

•
Effective January 1, 2016, when a non-employee director first becomes a member of the Board, such non-employee director will be granted a restricted share award of such number of shares of Harris common stock as results in such award having a grant date fair value equal to 50% of the then-current annual rate of non-elective deferrals of Harris stock equivalent units (currently $145,000) under the 2005 Directors’ Plan, with such restricted share award to be granted on the first New York Stock Exchange trading day of the calendar month following the calendar month in which such non-employee director’s election or appointment to the Board first becomes effective and in accordance with Harris’ equity grant policy.

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