8-KShareholder MattersOther Events

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Shareholder Vote Results (Nov 3, 2011)

Filed November 3, 2011For Securities:LHX

Summary

This 8-K filing from Harris Corporation reports on the voting results of its 2011 Annual Meeting of Shareholders held on October 28, 2011. The meeting saw significant shareholder participation, with approximately 85% of outstanding shares represented. Key outcomes include the election of all eleven director nominees, advisory approval of executive compensation, and a shareholder preference for annual advisory votes on executive pay. The appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending June 29, 2012, was also ratified. Additionally, the filing notes a leadership transition concerning the Chairman of the Board, with an independent Chairman expected to assume the role in January 2012, obviating the need for a Lead Independent Director.

Key Highlights

  • 1All eleven director nominees were elected to the Board of Directors with substantial support.
  • 2Shareholders provided advisory approval for the compensation of named executive officers, with a high percentage of 'For' votes.
  • 3A strong majority of shareholders voted for an annual advisory vote on executive compensation, indicating a preference for regular oversight.
  • 4Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 29, 2012.
  • 5A shareholder proposal to require an independent Chairman of the Board did not pass, as it did not receive a majority of outstanding shares.
  • 6The company announced a transition to an independent Chairman of the Board, effective January 1, 2012, which will eliminate the need for a Lead Independent Director position.
  • 7Special one-time fees were approved for members of the CEO Search Committee for their service.

Frequently Asked Questions

The main outcomes include the election of all director nominees, advisory approval of executive compensation, a shareholder preference for annual 'say-on-pay' votes, and the ratification of the independent auditor. The meeting also addressed a leadership transition for the Chairman of the Board.

Shareholders provided advisory approval for the compensation of the Company's named executive officers with a significant majority of 'For' votes (86,334,087 shares). They also indicated a preference for holding these advisory votes annually.

No, the shareholder proposal to amend the By-Laws to require an independent Chairman of the Board was not approved. It did not receive a majority of the Company's shares outstanding and entitled to vote, as required by the By-Laws.

The Lead Independent Director is designated when the Chairman of the Board is not independent. As Harris Corporation will have an independent Chairman starting January 1, 2012, the designation of a Lead Independent Director will no longer be necessary, ensuring independent oversight through the Chairman role.