8-KShareholder MattersOther EventsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Shareholder Vote Results (Apr 4, 2019)

Filed April 4, 2019For Securities:LHX

Summary

This 8-K filing by L3Harris Technologies, Inc. (formerly Harris Corporation) details the outcomes of a special stockholder meeting held on April 4, 2019. The primary focus was on voting to approve the merger of equals between Harris Corporation and L3 Technologies, Inc. All key proposals necessary for the merger's completion were overwhelmingly approved by Harris stockholders, including the issuance of Harris Common Stock to L3 stockholders and amendments to Harris's charter. The overwhelming support from shareholders signifies a crucial step forward in the completion of this significant all-stock combination. Investors should note that the overwhelming approval of the merger-related proposals, particularly the share issuance and charter amendments, signals strong shareholder confidence and clears a major hurdle for the L3Harris combination. The compensation proposal for executive officers also passed, albeit with a more divided vote, which may warrant further investor attention. The successful outcome of this meeting is a positive development for the proposed business combination and is indicative of the strategic direction envisioned by the combined entity.

Key Highlights

  • 1Harris Corporation stockholders overwhelmingly approved the issuance of Harris Common Stock to L3 Technologies stockholders as part of the merger agreement.
  • 2Stockholders also approved amendments to Harris Corporation's charter, a necessary step for the merger's finalization.
  • 3The special meeting confirmed the presence of a quorum, with over 102 million shares represented.
  • 4An advisory vote on executive compensation related to the merger was approved, though with a notably larger 'against' vote compared to other proposals.
  • 5The merger of equals between Harris Corporation and L3 Technologies is proceeding as planned, with key shareholder approvals secured.
  • 6The company filed an 8-K on April 4, 2019, reporting these voting results and an attached press release regarding the meeting outcomes.

Frequently Asked Questions

The primary purpose of the special meeting was for Harris Corporation stockholders to vote on proposals related to the Agreement and Plan of Merger with L3 Technologies, Inc. This included approving the issuance of Harris shares to L3 stockholders and amendments to Harris's charter, which are critical steps for the completion of the all-stock merger of equals.

Yes, all key proposals necessary for the merger were approved. This includes the Harris Share Issuance Proposal (approval of issuing Harris Common Stock to L3 stockholders) and the Harris Charter Amendment Proposal (approval of amendments to Harris's certificate of incorporation). Both received overwhelming support.

The proposal to approve, on an advisory (non-binding) basis, executive officer compensation in connection with the merger was also approved. However, this proposal received a more divided vote compared to the merger approval proposals, with a significant number of shares voting against it.

The overwhelming approval of the merger-related proposals signifies strong shareholder confidence in the combination of Harris Corporation and L3 Technologies. It clears a major hurdle for the transaction's completion and indicates that the strategic rationale behind the merger is well-received by the majority of Harris's shareholders.