Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)
As described in Item 5.07 below,
The following paragraphs provide a summary of certain terms of the Omnibus Plan.
The summary does not purport to be complete and is qualified in its entirety by
reference to the full text of the Omnibus Plan, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference. The
Omnibus Plan was also described in Proposal No. 4 to the Company's definitive
proxy statement filed with the
Executives (including named executive officers) and other employees of the
Company and its subsidiaries, as well as non-employee directors, are eligible to
participate in the Omnibus Plan. The Omnibus Plan is an amendment and
restatement of the Motorola Solutions Omnibus Incentive Plan of 2015 (f/k/a the
Motorola Solutions Omnibus Incentive Plan of 2006). The amendment and
restatement increased the aggregate number of shares of the Company's common
stock authorized for issuance under the Omnibus Plan by 4,650,000 shares, for a
total of 16,650,000 shares authorized for grants of stock options, stock
appreciation rights, restricted stock, restricted stock units, deferred stock
units, performance shares, performance cash awards, and other stock or cash
awards, subject to the terms of the Omnibus Plan. The Omnibus Plan contains
certain award limitations including (but not limited to) that no employee may
receive awards of stock options or stock appreciation rights exceeding one
million shares in any calendar year. The Omnibus Plan will be administered by
the
The Board or the Compensation Committee may amend the Omnibus Plan from time to time, subject to any requirement of shareholder approval required by applicable law, regulation or stock exchange rule. No amendment may reduce the amount of any existing award or change the terms of such award in a manner adverse to a participant without such participant's consent, subject to certain exceptions.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the proposals that were voted upon by the Company's shareholders at the 2022 Annual Meeting and the voting results for each such proposal:
1. The Company's shareholders elected all of the director nominees, by the votes set forth below, to serve a one-year term until their respective successors are elected and qualified or until their earlier death or resignation: Director Nominee For Against Abstain Broker Non-Votes Gregory Q. Brown 127,088,223 7,474,900 1,394,438 14,269,881 Kenneth D. Denman 125,253,283 9,748,275 956,003 14,269,881 Egon P. Durban 68,777,699 66,835,386 344,476 14,269,881 Ayanna M. Howard 135,404,217 286,012 267,332 14,269,881 Clayton M. Jones 134,341,742 1,354,489 261,330 14,269,881 Judy C. Lewent 131,682,429 4,020,727 254,405 14,269,881 Gregory K. Mondre 95,382,820 40,231,509 343,232 14,269,881 Joseph M. Tucci 129,629,348 6,035,872 292,341 14,269,881 1
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2. The Company's shareholders ratified the appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022, by the votes set forth below: For Against Abstain Broker Non-Votes 149,692,615 296,077 238,750 - 3. The Company's shareholders approved, on an advisory (non-binding) basis, the Company's executive compensation, by the votes set forth below: For Against Abstain Broker Non-Votes 126,374,953 9,247,892 334,716 14,269,881 4. The Company's shareholders approved the Omnibus Plan, by the votes set forth below: For Against Abstain Broker Non-Votes 127,213,207 8,401,585 342,769 14,269,881
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. Description 10.1 Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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