8-KLeadership ChangesExhibits & Filings

Motorola Solutions, Inc. 8-K Report, Executive Changes (Oct 26, 2012)

Filed October 26, 2012For Securities:MSI

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.

Frequently Asked Questions

The ValueAct Group is a significant shareholder, owning approximately 10.3% of Motorola Solutions' stock as of the filing date. Their involvement, culminating in the appointment of Bradley E. Singer to the Board, suggests increased shareholder influence and potential strategic direction from this major investor.

The agreement includes provisions for Mr. Singer's nomination to the board at the 2013 annual meeting, terms for his potential replacement, and standstill obligations for the ValueAct Group. These obligations restrict the Group's ability to acquire more than 12.5% of the company's stock, engage in business combinations, or initiate proxy contests without company consent.

Both Ms. Pramaggiore and Mr. Singer will receive the standard compensation for non-employee directors. This includes a grant of deferred stock units, pro-rated based on the number of months served, with a value of $11,666.67 per month, divided by the closing price of the company's stock on their election date.

Anne R. Pramaggiore has been appointed as a member of the Governance and Nominating Committee, while Bradley E. Singer has been appointed as a member of the Audit Committee.