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LHX L3Harris

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2020 (April 24, 2020)
L3HARRIS TECHNOLOGIES, INC.
    
(Exact name of registrant as specified in its charter)
Delaware 1-3863 34-0276860
     
(State or other jurisdiction
 of incorporation)
 
(Commission
 File Number)
 
(I.R.S. Employer
 Identification No.)
1025 West NASA Boulevard  
Melbourne,Florida  32919
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (321727-9100
No change
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.00 per share LHX New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
  
 Emerging growth company
  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.03             Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Restated Certificate of Incorporation

The Restated Certificate of Incorporation of L3Harris Technologies, Inc. (“L3Harris” or the “Company”), as previously amended, was further amended on April 28, 2020 by the filing with the Secretary of State of the State of Delaware of the Company’s Certificate of Amendment to the Restated Certificate of Incorporation reflecting the following amendments:  (a) elimination of the supermajority voting and “fair price” requirements for business combinations involving interested shareholders; (b) elimination of the “anti-greenmail” provision; and (c) elimination of the cumulative voting provision that applies when the Company has a 40% shareholder, pursuant to approval by a supermajority of more than 80% of the Company's shares outstanding and entitled to vote at the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) of the Company held on April 24, 2020, as described in Item 5.07 below.  A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.

Item 5.07      Submission of Matters to a Vote of Security Holders.
Voting Results for 2020 Annual Meeting of Shareholders

The 2020 Annual Meeting of the Company was held on April 24, 2020 as a virtual-only meeting at www.virtualshareholdermeeting.com/LHX2020. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 12, 2020 (the “2020 Proxy Statement”). Of the 216,896,195 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2020 Annual Meeting as of the February 28, 2020 record date, a total of 198,611,553 shares (for a quorum of approximately 92%) was represented at the meeting. Set forth below are the final voting results for the proposals voted on at the 2020 Annual Meeting.

(1) Proposal 1 – Election of Directors: Voting to elect twelve nominees to the Company’s Board of Directors (the “Board”) for a 1-year term expiring at the 2021 Annual Meeting of Shareholders, or until their successors are elected and qualified:
 
  Number of Shares
Nominee For Against Abstain Broker Non-Votes
Sallie B. Bailey 179,757,256 1,925,279 1,054,702 15,874,316
William M. Brown 172,012,975 9,735,219 989,043 15,874,316
Peter W. Chiarelli 179,628,665 1,951,114 1,157,458 15,874,316
Thomas A. Corcoran 176,166,862 5,451,781 1,118,594 15,874,316
Thomas A. Dattilo 172,096,520 9,481,911 1,158,806 15,874,316
Roger B. Fradin 171,245,194 10,308,661 1,183,382 15,874,316
Lewis Hay III 170,515,975 11,038,706 1,182,556 15,874,316
Lewis Kramer 179,354,221 2,237,788 1,145,228 15,874,316
Christopher E. Kubasik 177,229,584 4,641,181 866,472 15,874,316
Rita S. Lane 179,774,664 1,916,136 1,046,437 15,874,316
Robert B. Millard 172,947,527 8,674,288 1,115,422 15,874,316
Lloyd W. Newton 173,611,384 5,599,430 3,526,423 15,874,316

Each nominee was elected by the Company’s shareholders, consistent with the recommendation from the Board.


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(2) Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers: Voting to approve, in an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2020 Proxy Statement:

  Number of Shares
  For Against Abstain Broker Non-Votes
Proposal 2 171,677,774 9,623,910 1,435,553 15,874,316

The compensation of the Company’s named executive officers was approved, in an advisory vote, by the Company’s shareholders, consistent with the recommendation from the Board.


(3) Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm: Voting to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2021:

  Number of Shares
  For Against Abstain 
Proposal 3 191,583,167 6,180,557 847,829 

Proposal 3 was approved by the Company’s shareholders, consistent with the recommendation from the Board.


(4) Proposal 4 – Voting to amend the Company's Restated Certificate of Incorporation to eliminate the supermajority voting and "fair price" requirements for business combinations involving interested shareholders:

  Number of Shares
  For Against Abstain Broker Non-Votes
Proposal 4 178,448,597 2,893,507 1,395,133 15,874,316

Proposal 4 was approved by the Company’s shareholders (by a supermajority of more than 80% of the Company’s shares outstanding and entitled to vote), consistent with the recommendation from the Board.


(5) Proposal 5 – Voting to amend the Company's Restated Certificate of Incorporation to eliminate the "anti-greenmail" provision:

  Number of Shares
  For Against Abstain Broker Non-Votes
Proposal 5 177,611,294 3,937,299 1,188,644 15,874,316


Proposal 5 was approved by the Company’s shareholders (by a supermajority of more than 80% of the Company’s shares outstanding and entitled to vote), consistent with the recommendation from the Board.



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(6) Proposal 6 – Voting to amend the Company's Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when the Company has a 40% shareholder:

  Number of Shares
  For Against Abstain Broker Non-Votes
Proposal 6 174,794,044 6,735,544 1,207,649 15,874,316


Proposal 6 was approved by the Company’s shareholders (by a supermajority of more than 80% of the Company’s shares outstanding and entitled to vote), consistent with the recommendation from the Board.


Proposal 7, the shareholder proposal to permit the ability of shareholders to act by written consent, was not voted on at the 2020 Annual Meeting, because the shareholder proponent or a qualified representative did not appear at the time during the meeting for the presentation of the proposal.  Proposal 7 consequently was required to be disregarded in accordance with the Company’s by-laws and not placed before the meeting for voting. 


Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibit is filed herewith:
Exhibit
Number
Description                                                                                                                              
3.1
104Cover Page Interactive Data File formatted in Inline XBRL.

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
 L3HARRIS TECHNOLOGIES, INC. 
 By:/s/ Scott T. Mikuen 
  Name:Scott T. Mikuen 
Date: April 29, 2020 Title:Senior Vice President, General Counsel and Secretary 


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