Summary
Motorola Solutions, Inc. (MSI) filed an 8-K on August 27, 2020, to report an amendment to its Amended and Restated Bylaws, effective August 27, 2020. The primary change implemented is the adoption of a proxy access provision, allowing eligible stockholders to nominate directors to be included in the company's proxy materials. This move grants shareholders greater ability to influence board composition, a significant governance development. Under the new bylaw, a stockholder or a group of up to 20 stockholders holding at least 3% of outstanding common stock for a minimum of three years can nominate one or more directors. The maximum number of nominees allowed is the greater of two or 20% of the board's total directors. This aligns MSI with increasing corporate governance trends focused on shareholder rights and board accountability.
Key Highlights
- 1Motorola Solutions adopted a proxy access bylaw, effective August 27, 2020.
- 2Eligible stockholders can now nominate director candidates for inclusion in the company's proxy materials.
- 3The proxy access provision requires a minimum ownership of 3% of outstanding common stock.
- 4The minimum holding period for eligibility is three consecutive years.
- 5A group of up to 20 eligible stockholders can aggregate their holdings to meet the ownership threshold.
- 6The maximum number of stockholder nominees is limited to the greater of two or 20% of the board size.
- 7This change enhances shareholder rights and participation in board elections.