8-KLeadership ChangesMaterial AgreementsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Material Agreement (Jul 6, 2005)

Filed July 6, 2005For Securities:LHX

Summary

L3Harris Technologies, Inc. (formerly Harris Corporation) filed an 8-K report on July 6, 2005, detailing two primary events. The company amended its Retirement Plan by changing the profit-sharing contribution formula. Previously based on adjusted consolidated net income, the new formula, effective for fiscal year 2006, will be tied to the company's earnings per share (EPS) against established targets. This shift aims to align employee retirement benefits more directly with per-share profitability metrics, a common practice to incentivize shareholder value creation. Additionally, the report announced the resignation of director Joseph L. Dionne due to mandatory retirement age. His departure led to a reduction in the size of the Board of Directors from eleven to ten members. These events, while not indicating immediate financial distress or major operational shifts, represent adjustments to corporate governance and employee compensation/benefit structures.

Key Highlights

  • 1Harris Corporation amended its Retirement Plan, changing the profit sharing contribution formula from net income to earnings per share (EPS).
  • 2The new profit sharing formula will be effective starting with the 2006 fiscal year.
  • 3The EPS-based formula links contributions to specific EPS targets set by the Board or its committee.
  • 4The company's Board of Directors has the discretion to adjust EPS calculations for unusual events or changes in accounting principles.
  • 5Director Joseph L. Dionne resigned from the Board due to reaching the mandatory retirement age.
  • 6The Board of Directors size was reduced from eleven to ten members following Mr. Dionne's resignation.

Frequently Asked Questions

The company has amended its Retirement Plan to change the profit sharing contribution formula. Previously, contributions were based on adjusted consolidated net income. The new formula, effective for fiscal year 2006, will be based on the company's earnings per share (EPS) compared to targets set by the Board of Directors.

While the filing doesn't explicitly state the reason, shifting to an EPS-based formula typically aligns employee incentives more directly with shareholder value and per-share profitability. This can be a way to directly tie a portion of retirement benefits to the company's performance as perceived by investors.

Joseph L. Dionne was a director of Harris Corporation. He resigned from the Board of Directors effective June 30, 2005, upon reaching the mandatory retirement age of 72, as stipulated by the company's Corporate Governance Principles.

Mr. Dionne's resignation led to a reduction in the size of the Board of Directors. The authorized number of directors was decreased from eleven to ten, effective upon his resignation.