8-KCorporate ChangesExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Bylaw Amendment (Feb 28, 2007)

Filed February 28, 2007For Securities:LHX

Summary

L3Harris Technologies (LHX) filed an 8-K on February 27, 2007, reporting significant amendments to its corporate governance. The primary change, effective February 23, 2007, involves the adoption of a majority voting standard for director elections in uncontested situations. This means that for directors who are not facing opposition, the number of votes cast 'for' their election must now exceed the number of votes cast 'against' them. This aligns with evolving corporate governance best practices and provides shareholders with a more direct say in director tenure.

Key Highlights

  • 1Adoption of a majority voting standard for directors in uncontested elections, effective February 23, 2007.
  • 2Retained plurality voting standard for contested director elections.
  • 3Shareholder nominations for directors now require all information typically mandated by proxy rules.
  • 4Implemented a policy for directors in uncontested elections to tender resignations if they receive more 'against' votes than 'for' votes.
  • 5The Corporate Governance Committee will review tendered resignations and recommend action to the Board within 90 days.
  • 6Amendments were made to the Company's By-Laws (Exhibit 3(ii)) and Corporate Governance Principles (Exhibit 99.1).

Frequently Asked Questions

The company has moved to a majority voting standard for director elections in situations where there is no contest for a director seat. This means a director needs more 'for' votes than 'against' votes to be elected in such cases.

Such a director is required to promptly tender their resignation for review by the Board's Corporate Governance Committee. The Board will then consider this resignation and generally make a decision within 90 days.

No, the filing states that the company will retain its existing plurality voting standard for director elections when there is a contest.

Yes, the By-Laws were amended to require that advance notice of director nominations by shareholders include all information concerning the nominee as would be required under the proxy rules.