Why is the Board of Directors size increasing?

The Board's size is increasing from twelve to thirteen members to accommodate the appointment and nomination of new directors, James F. Albaugh and Roger B. Fradin, as part of a strategic initiative and cooperation agreement.

Who are the new directors and what is their background?

James F. Albaugh, 66, has been appointed as a new director. He has a strong background in the aerospace and defense industry, having held senior executive positions at The Boeing Company. Roger B. Fradin, 63, has been nominated for election and brings experience from his vice chairman role at Honeywell International Inc.

What is the significance of the Cooperation Agreement with JANA Partners LLC?

The Cooperation Agreement with JANA Partners LLC outlines a process for both parties to cooperate in identifying mutually acceptable independent directors to join the Board. The appointments of Mr. Albaugh and the nomination of Mr. Fradin are a direct result of this agreement.

Who is retiring from the Board?

Directors Karen Katen and David B. Rickard have announced their retirement and will not be standing for re-election at the upcoming Annual Meeting of Shareholders. Their decisions were not based on any disagreement with the company.

LHX 8-K: Leadership Changes

Summary

This 8-K filing from L3HARRIS TECHNOLOGIES, INC. /DE/ (LHX), filed on August 31, 2016, primarily details changes to the company's Board of Directors. The Board has been expanded from twelve to thirteen members, and two new directors, Mr. James F. Albaugh and Mr. Roger B. Fradin, have been appointed and nominated for election. These appointments, particularly Mr. Albaugh's, are a result of a Cooperation Agreement entered into with JANA Partners LLC, indicating a strategic effort to enhance board composition and potentially address shareholder engagement. Concurrently, two existing directors, Karen Katen and David B. Rickard, will retire and not seek re-election. These changes aim to bring fresh perspectives and expertise to the board, aligning with the company's ongoing governance and strategic initiatives.

Key Highlights

1Board size increased from 12 to 13 directors.
2James F. Albaugh appointed as a new director, effective September 1, 2016.
3Roger B. Fradin nominated for election as a director.
4Appointments of Albaugh and Fradin are part of a Cooperation Agreement with JANA Partners LLC to identify mutually acceptable independent directors.
5Directors Karen Katen and David B. Rickard to retire and not stand for re-election.
6Mr. Albaugh brings extensive experience from leadership roles at The Boeing Company.
7Mr. Fradin has significant executive experience at Honeywell International Inc.

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Executive Changes (Aug 31, 2016)

Summary

Key Highlights

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