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, Motorola Solutions, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders on May 17, 2022 (the "2022 Annual Meeting"). At the 2022 Annual Meeting, the shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 (the "Omnibus Plan"), which had been previously approved by the Board of Directors of the Company (the "Board") on March 10, 2022, subject to shareholder approval.

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 Securities and Exchange Commission on March 31, 2022 in connection with the 2022 Annual Meeting.

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 Compensation and Leadership Committee of the Board (the "Compensation Committee"). The effective date of the Omnibus Plan is May 17, 2022.

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



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2.  The Company's shareholders ratified the appointment of PricewaterhouseCoopers
    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)



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