8-KCorporate ChangesExhibits & Filings

Motorola Solutions, Inc. 8-K Report, Bylaw Amendment (Nov 18, 2022)

Filed November 18, 2022For Securities:MSI

Summary

Motorola Solutions, Inc. (MSI) filed an 8-K on November 17, 2022, detailing amendments to its Amended and Restated Bylaws, effective November 17, 2022. These changes primarily focus on updating procedural mechanics and disclosure requirements for stockholder nominations of directors and proposals of other business at stockholder meetings. The amendments are designed to align with recent Securities and Exchange Commission (SEC) rules, particularly regarding the use of universal proxy cards (Rule 14a-19). Key updates include new requirements for stockholders submitting nominations or proposals, such as providing evidence of compliance with Rule 14a-19, supplying additional background information, using a non-white proxy card if soliciting proxies, and appearing at the meeting to present the proposal. The amendments also clarify the Board's authority over meeting scheduling and incorporate technical changes consistent with Delaware corporate law and gender-neutral language. Investors should note that these are procedural updates to corporate governance rather than material financial or operational changes.

Key Highlights

  • 1Effective November 17, 2022, Motorola Solutions amended and restated its Bylaws.
  • 2The amendments update procedures for stockholder nominations of directors and submission of business proposals at meetings.
  • 3New requirements are in place to address SEC rules on universal proxy cards (Rule 14a-19).
  • 4Stockholders must provide evidence of compliance with Rule 14a-19 and additional disclosures for nominations/proposals.
  • 5Specific rules are introduced regarding the color of proxy cards solicited by stockholders and the requirement for in-person presentation of proposals.
  • 6Bylaws clarify the Board's authority to schedule, postpone, reschedule, or cancel stockholder meetings.
  • 7Amendments include technical, ministerial, and conforming changes to align with Delaware law and adopt gender-neutral language.

Frequently Asked Questions

The primary purpose of these bylaw amendments is to update the procedural mechanics and disclosure requirements for stockholder nominations and proposals, specifically to comply with and adapt to new Securities and Exchange Commission (SEC) rules concerning universal proxy cards (Rule 14a-19).

No, these amendments are primarily procedural and relate to corporate governance and stockholder meeting procedures. They do not directly impact the company's financial performance, business operations, or strategic direction.

Stockholders must now provide evidence of compliance with SEC Rule 14a-19, supply additional background information on nominees, use a proxy card color other than white if soliciting proxies, and ensure a qualified representative appears at the meeting to present the nomination or proposal.

The amendments directly address Rule 14a-19 by requiring stockholders to provide specific disclosures and evidence of compliance with its provisions, ensuring that the company's bylaws are aligned with the SEC's updated rules on proxy solicitations and universal proxy cards.