8-KLeadership ChangesShareholder MattersExhibits & Filings

Motorola Solutions, Inc. 8-K Report, Executive Changes (May 8, 2013)

Filed May 8, 2013For Securities:MSI

Summary

Motorola Solutions, Inc. (MSI) filed an 8-K report on May 8, 2013, detailing key events that occurred around their annual stockholder meeting on May 6, 2013. The most significant development for investors is the amendment and restatement of the Motorola Solutions Management Deferred Compensation Plan, effective June 1, 2013. This Amended Plan reintroduces the ability for participating executives, including named executive officers, to defer base salary and cash incentive compensation beyond qualified 401(k) limitations, a feature that had been discontinued in 2008. The plan also outlines company matching contributions on deferred compensation, offering incentives for executive participation. The report also provides the voting results from the annual stockholder meeting. All incumbent directors were overwhelmingly re-elected, indicating strong shareholder confidence in the current board's leadership. Additionally, shareholders approved the company's executive compensation on an advisory basis and ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2013. Notably, two shareholder proposals, one on supplier sustainability reporting and another on political disclosure, were defeated, suggesting that management's current approach to these matters was favored by a majority of shareholders.

Key Highlights

  • 1Motorola Solutions amended and restated its Management Deferred Compensation Plan, effective June 1, 2013, allowing executives to defer compensation beyond 401(k) limits.
  • 2The Amended Plan reintroduces company matching contributions on deferred compensation, up to a maximum, and to restore lost 401(k) matching amounts.
  • 3All incumbent directors were re-elected by a significant majority at the May 6, 2013 annual stockholder meeting.
  • 4Stockholders approved the company's executive compensation on an advisory (non-binding) basis.
  • 5KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2013.
  • 6Shareholder proposals regarding supplier sustainability reports and political disclosure and accountability were defeated.
  • 7The filings indicate a shareholder base that largely supports the existing board and executive compensation structure.

Frequently Asked Questions

The amended deferred compensation plan allows participating executives, including named executive officers, to defer base salary and cash incentive compensation that exceeds the limits of qualified 401(k) plans. This feature had been discontinued since 2008 and is now being reinstated.

Yes, the plan includes company matching contributions on deferred compensation. This includes matching for the first 4% of deferred compensation (up to $50,000 for Board Officers), contributions to restore lost 401(k) matching amounts, and discretionary contributions approved by the Board or Compensation Committee.

The annual stockholder meeting resulted in the re-election of all incumbent directors, advisory approval of the company's executive compensation, and ratification of KPMG LLP as the independent auditor. Two shareholder proposals, concerning supplier sustainability and political disclosure, were defeated.

Shareholders approved the company's executive compensation on an advisory (non-binding) basis with approximately 68.4% of the votes cast (151,048,413 for vs. 69,872,034 against). This indicates general shareholder support for the company's compensation practices.