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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): October 30, 2019 (October 25, 2019)
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 2019 Annual Meeting of Shareholders

The 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) of L3Harris Technologies, Inc. (“L3Harris” or the “Company”) was held on October 25, 2019. 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 10, 2019 (the “2019 Proxy Statement”). Of the 222,574,887 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2019 Annual Meeting as of the record date of August 30, 2019, a total of 205,308,255 shares (for a quorum of approximately 92%) 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 2019 Annual Meeting.
(1) Proposal 1 – Election of Directors: Voting to elect twelve nominees to the Company’s Board of Directors (the “Board”) for a term of approximately six months expiring at the 2020 Annual Meeting of Shareholders to be held April 24, 2020, or until their successors are elected and qualified:
 
 
 
Number of Shares
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Sallie B. Bailey
 
184,805,977
 
1,945,443
 
1,211,778
 
17,345,057
William M. Brown
 
180,980,632
 
5,899,250
 
1,083,316
 
17,345,057
Peter W. Chiarelli
 
184,660,688
 
2,006,267
 
1,296,243
 
17,345,057
Thomas A. Corcoran
 
184,734,555
 
2,054,636
 
1,174,007
 
17,345,057
Thomas A. Dattilo
 
179,128,948
 
7,511,620
 
1,322,630
 
17,345,057
Roger B. Fradin
 
146,808,217
 
39,816,232
 
1,338,749
 
17,345,057
Lewis Hay III
 
177,796,839
 
8,817,338
 
1,349,021
 
17,345,057
Lewis Kramer
 
184,936,668
 
1,707,290
 
1,319,240
 
17,345,057
Christopher E. Kubasik
 
184,500,974
 
2,544,112
 
918,112
 
17,345,057
Rita S. Lane
 
185,062,256
 
1,725,122
 
1,175,820
 
17,345,057
Robert B. Millard
 
184,582,056
 
2,155,568
 
1,225,574
 
17,345,057
Lloyd W. Newton
 
184,181,697
 
2,486,782
 
1,294,719
 
17,345,057

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 2019 Proxy Statement:

 
 
Number of Shares
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Proposal 2
 
174,763,327
 
11,517,113
 
1,682,758
 
17,34,057

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 – 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 transition period ending January 3, 2020:




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Number of Shares
 
 
For
 
Against
 
Abstain
 
Proposal 3
 
197,524,314
 
6,431,965
 
1,351,976
 

Proposal 3 was approved by the Company’s shareholders, consistent with the recommendation from the Board.

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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.

 
 
 
 
 
 
L3HARRIS TECHNOLOGIES, INC.
 
 
By:
/s/ Scott T. Mikuen
 
 
 
Name:
Scott T. Mikuen
 
Date: October 30, 2019
 
Title:
Senior Vice President, General Counsel
and Secretary
 


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