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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): August 4, 2021 (July 30, 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.
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Item 8.01    Other Events.
On July 30, 2021, the Board of Directors (the “Board”) of L3Harris Technologies, Inc. (“L3Harris” or the “Company”) approved, on the recommendation of the Company’s Nominating and Governance Committee and effective as of January 1, 2022, changes to the annual compensation for service as a non-employee director of the Company. The changes consisted of the following:

• Increasing the annual cash retainer for service as a member of the Board from $130,000 to $140,000;
• Increasing the annual cash retainer for service as L3Harris’ Lead Independent Director from $35,000 to $50,000; and
• Increasing the annual equity retainer in the form of director share units for service as a member of the Board from $165,000 to $170,000.

A Summary of Annual Compensation of L3Harris Technologies, Inc. Non-Employee Directors, effective as of January 1, 2022, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.


Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibit is filed herewith:
Exhibit
Number 		Description                                                                                                                              
10.1
104 Cover Page Interactive Data File formatted in Inline XBRL
*Management contract or compensatory plan or arrangement
1

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: August 4, 2021 Title: Senior Vice President, General Counsel and Secretary

2

Exhibit 10.1

SUMMARY OF ANNUAL COMPENSATION OF L3HARRIS TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS
(Effective as of January 1, 2022)


The following summarizes the annual compensation of directors of L3Harris Technologies, Inc. (“L3Harris”) who are not employees of L3Harris (“Non-Employee Directors”), effective as of January 1, 2022. Employee directors are not separately compensated for service as a director.

Annual Retainer

Cash Retainer

Non-Employee Directors receive annual cash retainers for service as follows:
•    Member of the Board – $140,000
•Lead Independent Director – $50,000
•Chair of Audit Committee – $30,000
•Chair of Committee other than Audit Committee – $20,000

Cash retainers are payable on a quarterly basis in arrears. If a Non-Employee Director does not serve for the entire quarter as a member of the Board of Directors of L3Harris (the “Board”), Lead Independent Director or as Chair of a committee, as applicable, the cash retainers payable for such calendar quarter shall be pro-rated based on the period of the Non-Employee Director’s Board service during the calendar quarter. The applicable cash retainers shall be paid in a lump sum within 60 days following the calendar quarter of the Board service. The amounts set forth above for the cash retainers may be changed from time to time by a resolution duly adopted by the Board. Any such duly adopted resolution shall be deemed to have amended this summary.

Equity Retainer

Non-Employee Directors receive an annual equity retainer in the form of Director Share Units granted under and subject to the provisions of the L3Harris Technologies, Inc. 2015 Equity Incentive Plan (Amended and Restated Effective as of August 28, 2020) or any successor plan (the “Equity Plan”). The Director Share Units are denominated in shares of common stock of L3Harris (each, a “Share”) and granted on the date of L3Harris’ annual meeting of shareholders (“Annual Meeting”) each year. The number of Director Share Units delivered to each Non-Employee Director will be determined by dividing $170,000 by the Fair Market Value (as defined under the Equity Plan) of a Share on the grant date, rounded down to the nearest whole Share. The Director Share Units will generally be subject to cliff vesting on the one-year anniversary of the grant date, subject to the Non-Employee Director’s continued service and the terms of the applicable award agreement.

If a Non-Employee Director commences service on the Board following the annual grant date of the Director Share Units, the Non-Employee Director will receive a prorated annual equity retainer, with such proration determined based on the period of the Non-Employee Director’s Board service during the year.
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The amounts set forth above for the equity retainer may be changed from time to time by a resolution duly adopted by the Board. Any such duly adopted resolution shall be deemed to have amended this summary.

Directors’ Deferred Compensation Plan

Effective December 31, 2019, Non-Employee Directors may defer receipt of annual cash retainers and equity retainers for service on the Board under the L3Harris Technologies, Inc. 2019 Non-Employee Director Deferred Compensation Plan.

Stock Ownership Guidelines

Non-Employee Directors are expected to own, within five years after election or appointment to the Board, Shares or L3Harris stock equivalents having a minimum value equal to five (5) times the annual cash retainer for service as a member of the Board. For Non-Employee Directors designated by Harris Corporation or L3 Technologies, Inc. to serve on the L3Harris Board following the merger transaction between Harris Corporation and L3 Technologies, Inc., such Non-Employee Directors are expected to satisfy the above stock ownership guidelines within five (5) years of such merger.

Shares owned outright or jointly by the Non-Employee Director and deferred units (on an after-tax basis) credited with respect to the Non-Employee Director under any deferred compensation plan maintained by L3Harris will count toward the ownership guidelines.

Travel and Other Expenses

Reimbursement of actual costs and expenses incurred in the performance of service as a Non-Employee 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.

Indemnification Agreement

Each Non-Employee Director is entitled to the benefits of an indemnification agreement in the form approved by the L3Harris Board of Directors.

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