Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On and effective August 27, 2020, the Board of Directors (the "Board") of
Motorola Solutions, Inc. (the "Company") approved an amendment and restatement
of the Company's Amended and Restated Bylaws (the "Amended Bylaws") to implement
proxy access. The Amended Bylaws allow an eligible stockholder or a group of no
more than 20 eligible stockholders to elect to have one or more stockholder
nominees for director included in the Company's proxy materials. The eligible
stockholder or group of stockholders must have continuously owned 3% of the
Company's outstanding common stock for a minimum period of three years. The
maximum number of stockholder nominees for director under this proxy access
provision is limited to the greater of two and 20% of the total number of
directors on the Board. The ability of eligible stockholders to use proxy access
is subject to various additional terms, conditions, and requirements set forth
in the Amended Bylaws.
The foregoing description of the changes to the Company's Amended and Restated
Bylaws as set forth in the Amended Bylaws is qualified in its entirety by
reference to the full text of the Amended Bylaws, which is included as
Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Description
3.1 Amended and Restated Bylaws of Motorola Solutions, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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