Summary
Motorola Solutions, Inc. (MSI) filed an 8-K on October 26, 2012, announcing significant changes to its Board of Directors. The Board size was increased from eight to ten directors, with the immediate appointment of Anne R. Pramaggiore and Bradley E. Singer. Mr. Singer's appointment is particularly noteworthy as it stems from a Nomination and Standstill Agreement with the ValueAct Group, which collectively owns approximately 10.3% of MSI's outstanding common stock. The agreement includes provisions for Mr. Singer's nomination at the 2013 annual meeting and outlines terms for his replacement if he resigns or is removed. The ValueAct Group has agreed to certain restrictions, including limitations on stock acquisition (up to 12.5%), business combinations, proxy contests, and short selling, in exchange for board representation and information rights. This development signals potential strategic collaboration and oversight from a significant shareholder.
Key Highlights
- 1Board of Directors size increased from eight to ten members.
- 2Anne R. Pramaggiore elected to the Board of Directors.
- 3Bradley E. Singer appointed to the Board of Directors.
- 4Singer's appointment is pursuant to a Nomination and Standstill Agreement with the ValueAct Group.
- 5ValueAct Group collectively owns approximately 10.3% of MSI's outstanding common stock.
- 6Nomination and Standstill Agreement includes standstill provisions and voting commitments from ValueAct Group.
- 7Pramaggiore appointed to the Governance and Nominating Committee; Singer appointed to the Audit Committee.