Summary
Motorola Solutions, Inc. (MSI) filed an 8-K on January 17, 2013, primarily to announce the election of Anne R. Pramaggiore to its Board of Directors and her appointment to the Governance and Nominating Committee. Ms. Pramaggiore's election fills a vacant seat and is effective immediately, with her term extending until the 2013 Annual Meeting. She will receive standard compensation for non-employee directors, which includes pro-rated deferred stock units. The filing also details amendments made to the company's Amended and Restated Bylaws. These amendments focus on enhancing corporate governance procedures related to stockholder actions by written consent, director nominations by shareholders, and disclosure requirements for such proposals. The advance notice deadline for shareholder proposals has also been extended.
Key Highlights
- 1Anne R. Pramaggiore elected to the Board of Directors, effective January 17, 2013.
- 2Ms. Pramaggiore appointed to the Governance and Nominating Committee.
- 3Her appointment fills a vacant board seat.
- 4Compensation for Ms. Pramaggiore will be standard for non-employee directors, including pro-rated deferred stock units.
- 5Amendments to the company's Bylaws were enacted to update procedures for stockholder actions by written consent.
- 6Bylaw amendments also modify requirements for director nominees proposed by shareholders, including enhanced disclosure and representation obligations.
- 7The advance notice period for shareholder proposals has been extended from 45 to 60 days prior to the anniversary of the previous year's proxy material filing.