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


           Year.

On and effective November 17, 2022, 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 (as amended and restated, the "Amended Bylaws"). The amendments, among other things:



     •    Update the procedural mechanics and disclosure requirements in connection
          with stockholder nominations of directors and submissions of proposals
          regarding other business at stockholder meetings, including to address
          the effectiveness of rules related to the use of "universal" proxy cards
          adopted by the Securities and Exchange Commission, by:



         •   requiring that a stockholder submitting a nomination provide the
             Company with reasonable evidence five business days prior to the
             applicable meeting that it has complied with the requirements of Rule
             14a-19 of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act");



         •   requiring the provision of information satisfying the requirements of
             Rule 14a-19 and additional background information and disclosures
             regarding proposed or possible nominees;



         •   requiring that a stockholder directly or indirectly soliciting proxies
             from other stockholders use a proxy card color other than white;



         •   requiring that the proposing stockholder (or a qualified
             representative thereof) appear at the annual meeting of stockholders
             to present the proposed business or nomination; and



         •   clarifying that special meetings of stockholders requested by
             stockholders will not be held if made in a manner involving a
             violation of Regulation 14A under the Exchange Act (including Rule
             14a-19, if applicable) or other applicable law;



     •    Reflect updates to requirements about stockholder lists at stockholder
          meetings consistent with recent amendments to the Delaware General
          Corporation Law;



     •    Clarify the power of the Board to schedule, postpone, reschedule or
          cancel annual or special meetings of stockholders;



     •    Adopt gender-neutral language when referring to particular positions,
          offices or title holders; and



     •    Incorporate technical, ministerial, clarifying and conforming changes,
          including to align the Amended Bylaws with various provisions of the
          Delaware General Corporation Law.

The foregoing description of the changes to the Company's Amended and Restated Bylaws as set forth in the Amended Bylaws does not purport to be complete and 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
  No.       Description

3.1           Amended and Restated Bylaws of Motorola Solutions, Inc. (effective
            as of November 17, 2022).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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