Summary
L3Harris Technologies, Inc. (LHX) filed an 8-K on August 29, 2018, detailing executive compensation for fiscal year 2018 and amendments to the company's bylaws. The filing announces cash payouts under the Annual Incentive Plan and performance share unit award payouts under the Equity Incentive Plan for the fiscal year ended June 30, 2018. These payouts are tied to specific financial performance measures such as operating income, free cash flow, revenue, earnings per share growth, and return on invested capital, reflecting the company's performance and strategic objectives, including synergy realization from the Exelis acquisition for CEO William M. Brown. Additionally, the company amended its bylaws, effective August 25, 2018, to modify its "proxy access" provision. These changes aim to streamline the proxy access process for shareholders by removing the requirement to file all "other communications" with the SEC and adjusting the voting threshold for director nominee eligibility. These adjustments are intended to facilitate shareholder engagement while maintaining governance standards. Investors should note these compensation details and bylaw changes as they relate to executive incentives and corporate governance.
Key Highlights
- 1Fiscal 2018 cash incentive payouts approved for named executive officers, with CEO William M. Brown receiving $2,640,000.
- 2Fiscal 2018 performance share unit payouts approved under the Equity Incentive Plan for a three-year performance period (2016-2018), with Mr. Brown receiving 45,023 shares.
- 3CEO William M. Brown also received a special one-time award of 45,400 shares tied to net synergies from the Exelis acquisition.
- 4Payouts for both cash and equity plans were based on pre-established financial performance measures including operating income, free cash flow, revenue, EPS CAGR, and ROIC.
- 5The company's bylaws were amended on August 25, 2018, to modify the "proxy access" provision.
- 6Key bylaw changes include removing the requirement for nominating shareholders to file all "other communications" with the SEC.
- 7The voting threshold for director nominee eligibility under proxy access was adjusted from less than 25% of shares "entitled to vote" to less than 25% of shares "cast for or against" the nominee.