Summary
Motorola Solutions, Inc. (MSI) announced a change in its Board of Directors through an 8-K filing on August 18, 2015. The company appointed two new directors, Mr. Egon P. Durban and Mr. Greg K. Mondre, effective upon the closing of a convertible note issuance expected on August 25, 2015. This appointment increases the size of the Board from eight to ten members. Both new directors are affiliated with Silver Lake Partners, following an Investment Agreement executed on August 4, 2015. This agreement, previously disclosed, outlines the terms of Silver Lake's investment and subsequent board representation. The new directors will receive standard compensation for non-employee directors, which includes pro-rated deferred stock units.
Key Highlights
- 1Appointment of two new directors: Egon P. Durban and Greg K. Mondre.
- 2Board size increased from eight to ten members.
- 3Appointments are contingent upon the closing of a convertible note issuance on August 25, 2015.
- 4New directors are affiliated with Silver Lake Partners, reflecting an existing Investment Agreement.
- 5The appointments are part of the terms of the Investment Agreement dated August 4, 2015.
- 6New directors will receive standard compensation for non-employee directors, including deferred stock units.
- 7No reportable related party transactions with the new directors since the beginning of the fiscal year, outside of the Investment Agreement.
Frequently Asked Questions
This 8-K filing primarily announces the appointment of two new directors, Egon P. Durban and Greg K. Mondre, to Motorola Solutions' Board of Directors. These appointments are a direct result of an Investment Agreement with Silver Lake Partners.
The new directors are Egon P. Durban and Greg K. Mondre. Both are affiliated with Silver Lake Partners, a key investor with whom Motorola Solutions has entered into an Investment Agreement.
The appointment of Messrs. Durban and Mondre is effective immediately upon the closing of a convertible note issuance, which is expected to occur on August 25, 2015. This will increase the Board's size to ten members.
The new directors will receive the standard compensation package for non-employee directors. This includes pro-rated deferred stock units, with the value calculated based on the number of full months served and the company's stock price on the date of their election.