01—Abstract
Summary
Summary of the 8-K filed April 25, 2022. Cited figures are marked; the original filing is the authoritative source.
L3Harris Technologies, Inc. (LHX) filed an 8-K on April 25, 2022, reporting key outcomes from its 2022 Annual Meeting of Shareholders held on April 22, 2022.
The primary focus for investors is the shareholder approval to increase the size of the Board of Directors from thirteen to fifteen members. This change, approved by a significant majority of shareholders, allows for greater flexibility in board composition and governance as the company continues to grow and evolve.
Additionally, the filing confirms the election of thirteen directors and provides detailed voting results for other proposals, including an advisory vote on executive compensation and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022. All proposals presented to shareholders were approved, reflecting continued confidence in the company's leadership and strategic direction.
02—Key points
Key Highlights
- Shareholders approved an amendment to the Restated Certificate of Incorporation to increase the maximum number of Board of Directors seats from thirteen to fifteen.
- The Board of Directors' By-Laws were also amended to reflect the increase in the maximum number of Board seats.
- All thirteen nominated directors were elected to the Board for a one-year term.
- Shareholders provided an advisory vote to approve the compensation of the company's Named Executive Officers.
- The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022 was ratified by shareholders.
- A high quorum of approximately 91.61% of outstanding shares was represented at the virtual-only Annual Meeting.
03—Questions
Frequently Asked Questions
Why did L3Harris increase the size of its Board of Directors?
The company increased the maximum number of Board seats from thirteen to fifteen to provide greater flexibility in board composition. This allows for the inclusion of a broader range of skills, experiences, and perspectives to support the company's strategic objectives and governance needs.
When did these changes to the Board of Directors become effective?
The Certificate of Amendment to the Restated Certificate of Incorporation and the amendment to the By-Laws, both reflecting the increase in Board size, were filed with the Secretary of State of Delaware on April 22, 2022, and became effective on that date.
What was the shareholder turnout like for the 2022 Annual Meeting?
The 2022 Annual Meeting of Shareholders saw a strong turnout, with approximately 91.61% of the company's outstanding shares represented. This indicates significant engagement from shareholders.
Were there any proposals that did not pass at the Annual Meeting?
No, all proposals presented to shareholders at the 2022 Annual Meeting, including the election of directors, the increase in Board size, the advisory vote on executive compensation, and the ratification of the independent auditor, were approved.
04—Continue