8-KLeadership ChangesExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Executive Changes (Sep 3, 2009)

Filed September 3, 2009For Securities:LHX

Summary

This 8-K filing by Harris Corporation, dated September 2, 2009, details compensation decisions for its named executive officers, including CEO Howard L. Lance, for fiscal years 2009 and 2010. The report focuses on annual incentive plan payouts, performance share awards, base salaries, and new equity grants. Notably, in light of economic uncertainties and the global recession, the company decided not to increase base salaries or incentive award levels for fiscal year 2010, maintaining them at fiscal 2009 levels. However, performance-based awards for fiscal 2009 were paid out based on previously established criteria, and new stock options and performance share grants were issued for fiscal 2010 with specific performance metrics and vesting schedules. Investors should note that the company's compensation committee and board of directors, in their discretion, can re-evaluate these decisions. The filing provides specific payout amounts for fiscal 2009 and details the structure and performance criteria for fiscal 2010 incentive plans and equity awards. The grant of stock options for fiscal 2010 has an exercise price of $35.04 and a three-year vesting period, while performance share awards are tied to cumulative operating income and average return on invested capital over a three-year period.

Key Highlights

  • 1Harris Corporation's Board approved fiscal 2009 incentive payouts and fiscal 2010 compensation arrangements for named executive officers.
  • 2No increase in fiscal 2010 base salaries for named executive officers due to current economic conditions.
  • 3Fiscal 2010 Annual Incentive Plan cash award levels (minimum, target, maximum) were maintained at fiscal 2009 levels.
  • 4Named executive officers received payouts for fiscal 2009 Annual Incentive Plan and performance share awards based on fiscal performance criteria.
  • 5Fiscal 2010 stock option grants were issued with an exercise price of $35.04 and a three-year vesting schedule.
  • 6Fiscal 2010 performance share and unit awards granted with variable payouts (0% to 200% of target) based on operating income and ROIC metrics.
  • 7Jeffrey S. Shuman received a grant of 4,000 restricted shares vesting on August 28, 2012.

Frequently Asked Questions

The filing reports on fiscal 2009 incentive plan cash payouts and performance share award payouts, as well as fiscal 2010 base salaries, annual incentive plan award levels, stock option grants, and performance share/unit awards for the company's named executive officers. A key decision was to maintain fiscal 2010 base salaries and incentive award levels at their fiscal 2009 figures due to economic conditions.

The company's compensation committee and board cited 'current business conditions, the global recession and current economic uncertainties' as the reasons for not increasing base salaries or the minimum, target, and maximum cash award levels for the fiscal 2010 Annual Incentive Plan.

For fiscal 2010, performance criteria include company earnings per share (EPS), revenue, operating income, return on invested capital (ROIC), and individual performance objectives. Specifically, performance share and unit awards are tied to cumulative operating income and average ROIC over a three-year period, with potential adjustments based on operating income growth and average ROIC compared to the S&P 500.

The fiscal 2010 stock options were granted with an exercise price of $35.04, which was the closing price on the date of grant (August 28, 2009). These options vest in increments over three years: one-third on the first anniversary, another third on the second anniversary, and the final third on the third anniversary of the grant date.