Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On May 9, 2022 on the recommendation of the Nominating and Governance
Committee of the Board of Directors (the "Board") of L3Harris Technologies, Inc.
(the "Company"), the Board increased the authorized number of directors
constituting the Board from thirteen to fourteen and elected Ms. Joanna L.
Geraghty, 49, as a director to serve on the Board. Ms. Geraghty has served as
President and Chief Operating Officer of JetBlue Airways Corporation
(NASDAQ:JBLU) ("JetBlue"), a major U.S. airline, since May 2018. Prior to her
current position, she served in various senior executive management positions at
JetBlue, including Executive Vice President of Customer Experience from 2014 to
2018; Executive Vice President and Chief People Officer from 2010 to 2014 and
Vice President and Associate General Counsel from 2006 to 2010. Prior to joining
JetBlue, she was a partner at Holland & Knight LLP. Ms. Geraghty's initial term
as a director on the Board commenced May 9, 2022 and expires at the Company's
2023 Annual Meeting of Shareholders. Ms. Geraghty was appointed to the Audit
Committee of the Board.
As a non-employee director on the Board, Ms. Geraghty will be compensated for
service as a director in accordance with the Summary of Annual Compensation of
L3Harris Technologies, Inc. Non-Employee Directors, effective as of January 1,
2022, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 4, 2021 and incorporated
in this Item 5.02(d) by reference. There are no arrangements or understandings
between Ms. Geraghty and any other persons pursuant to which Ms. Geraghty was
selected as a director, and there are no transactions in which the Company was
or is to be a participant and in which Ms. Geraghty had or will have a direct or
indirect material interest that are required to be reported pursuant to Item
404(a) of Regulation S-K. A copy of the press release announcing the election of
Ms. Geraghty to the Board is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated in this Item 5.02(d) by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit
Number Description
104 Cover Page Interactive Data File formatted in Inline XBRL
99.1 Press Release issued by L3Harris Technologies, Inc. on May 9, 2022
1
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