L3HARRIS TECHNOLOGIES, INC. Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Restated Certificate of Incorporation
The Restated Certificate of Incorporation ofL3Harris Technologies, Inc. ("L3Harris" or the "Company"), as previously amended, was further amended onApril 22, 2022 by the filing with the Secretary of State of theState of Delaware of the Company's Certificate of Amendment to the Restated Certificate of Incorporation ("Certificate of Amendment") reflecting the amendment to increase the maximum number of seats on the Company's Board of Directors ("Board") from thirteen to fifteen, pursuant to approval by the holders of more than a majority of the Company's shares outstanding and entitled to vote at the 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") of the Company held onApril 22, 2022 , 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.
Amendment to Amended and Restated By-Laws
OnApril 22, 2022 , the Company amended its By-Laws (as amended and restated effectiveApril 2, 2020 ) (the "By-Laws") pursuant to action by the Board, to reflect an amendment to Section 1 of Article III of the By-Laws to increase the maximum number of Board seats from thirteen to fifteen. A copy of the Certificate of Amendment to the By-Laws is filed as Exhibit 3.2 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 2022 Annual Meeting of Shareholders
The 2022 Annual Meeting of the Company was held onApril 22, 2022 as a virtual-only meeting at www.virtualshareholdermeeting.com/LHX2022. For more information about the proposals set forth below, please see the Company's definitive proxy statement filed with theU.S. Securities and Exchange Commission onMarch 11, 2022 (the "2022 Proxy Statement") as supplemented onMarch 18, 2022 andMarch 30, 2022 . Of the 193,059,798 shares of the Company's common stock issued, outstanding and entitled to be voted at the 2022 Annual Meeting as of theFebruary 25, 2022 record date, a total of 176,874,925 shares (for a quorum of approximately 91.61%) was represented at the meeting. Set forth below are the final voting results for the proposals voted on at the 2022 Annual Meeting. (1) Proposal 1 - Election of Directors: Voting to elect thirteen nominees to the Board for a 1-year term expiring at the 2023 Annual Meeting of Shareholders, or until their successors are elected and qualified: 1 -------------------------------------------------------------------------------- Number of Shares Nominee For Against Abstain Broker Non-Votes Sallie B. Bailey 159,540,824 1,980,222 762,579 14,591,300 William M. Brown 154,830,311 6,689,113 764,201 14,591,300 Peter W. Chiarelli 159,326,693 2,138,287 818,645 14,591,300 Thomas A. Corcoran 156,821,324 4,705,384 756,917 14,591,300 Thomas A. Dattilo 153,636,337 7,841,755 805,533 14,591,300 Roger B. Fradin 108,681,313 52,758,953 843,359 14,591,300 Harry B. Harris Jr. 159,808,124 1,711,069 764,432 14,591,300 Lewis Hay III 151,780,264 9,662,434 840,927 14,591,300 Lewis Kramer 155,953,133 5,510,760 819,732 14,591,300 Christopher E. Kubasik 158,336,405 3,321,157 626,063 14,591,300 Rita S. Lane 157,515,968 4,054,282 713,375 14,591,300 Robert B. Millard 151,879,462 9,559,039 845,124 14,591,300 Lloyd W. Newton 150,511,449 10,617,444 1,154,732 14,591,300
Each nominee was elected by the Company's shareholders, consistent with the recommendation from the Board.
2) Proposal 2 - Vote to Amend the Company's Restated Certificate of
Incorporation to Increase the Maximum Number of Board Seats: Voting to amend the
Company's Restated Certificate of Incorporation to increase the maximum number
of Board seats from thirteen to fifteen:
Number of Shares
For Against Abstain
Proposal 2 170,951,712 5,008,436 914,777
The amendment of the Company's Restated Certificate of Incorporation to increase
the maximum number of Board seats from thirteen to fifteen was approved by the
Company's shareholders, consistent with the recommendation from the Board.
3) Proposal 3 - 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 2022 Proxy
Statement:
Number of Shares
For Against Abstain Broker Non-Votes
Proposal 3 150,626,630 10,448,168 1,208,827 14,591,300
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.
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(3) Proposal 4 - 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 December 30, 2022 :
Number of Shares
For Against Abstain
Proposal 4 169,988,205 6,218,329 668,391
Proposal 4 was approved by the Company's shareholders, consistent with the recommendation from the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description 3.1 Certificate of Amendment to the Restated Certificate of
Incorporation of
Certificate of Amendment, effective April 22, 2022 , to the
By-Laws of
effective April 2, 2020 )
104 Cover Page Interactive Data File formatted in Inline XBRL.
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