Motorola : 2021 DefinitiveProxy Statement

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to §240.14a-12

Motorola Solutions, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:
• Fee paid previously with preliminary materials.
• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
• 1. Amount Previously Paid:
  2. Form, Schedule or Registration Statement No.:
  3. Filing Party:
  4. Date Filed:

Table of Contents

Notice of

2021 ANNUAL MEETING

of Shareholders and Proxy Statement

Table of Contents

Dear Fellow Motorola Solutions Shareholder:

On behalf of Motorola Solutions, the board of directors and our employees, thank you for your continued support. We value your investment in our company, enabling us to deliver the mission critical technologies for public safety and enterprise that make communities safer and help businesses stay productive and secure.

The significance of our purpose as a company has never been more meaningful than in this last year -wehelp people be their best in the moments that matter - and 2020 was a year of unprecedented moments.

From the onset of the COVID-19 pandemic, we responded to unexpected developments with agility and focus. During this time, a few things stood out: our people are extraordinary, our strategy is sound, our business is resilient, and our mission critical solutions keep communities and people safe. And as first responders around the world responded to COVID-19, natural disasters, extreme weather, crime and accidents, we are incredibly proud that our mission critical solutions played a key role in this important work.

Throughout the year, we focused on:

• Prioritizing the safety and welfare of our people and those we serve.
• Reliably delivering the mission critical solutions that thousands of public safety agencies and enterprise customers - and millions of people around the world - rely on.
• Investing in innovation, launching new products across our technologies and accelerating product migration to the cloud.
• Building on our commitment to diversity, equity and inclusion with a new unconscious bias curriculum for our global workforce and the appointment of our Chief Diversity Officer.
• Giving back to our communities where we work and live through grants of more than $12 million to charitable organizations, including $2 million to support COVID-19 relief efforts.
• Reducing Scope 1 and 2 greenhouse gas emissions by 31%, well in advance of our 2022 goal.
• Maintaining our disciplined and strategic approach to capital allocation, with a focus on investing for the long term and delivering superior value to shareholders, resulting in total shareholder return of 451%, compared to the S&P 500's total shareholder return of 267%, since our public listing in 2011.

The driving force behind our ability to navigate the challenges of 2020 is our 18,000 employees around the world, and I have never been more proud to lead such an exceptional team. Their support for our customers, our communities and each other is unwavering. At the same time, we remained focused on our strategy to deliver mission critical technologies for public safety and enterprise. We've increased our total addressable market to just under $40 billion, transformed from primarily selling hardware to being a solutions provider for public safety and enterprise, generating more than a third of our revenue from software and services, and we ended the year with a record backlog of $11.4 billion.

Motorola Solutions is positioned well for the long term. Our performance in 2020 demonstrates that by operating responsibly, investing in our future and having strong values to guide us, we can continue advancing the interests of our employees and communities, and creating value for our customers and shareholders. Thank you for your support.

Sincerely,

Gregory Q. Brown

Chairman and CEO

Table of Contents

PRINCIPAL EXECUTIVE OFFICES:

500 West Monroe Street

Chicago, Illinois 60661

April 1, 2021

NOTICE OF 2021 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

Annual Meeting Date: Tuesday, May 18, 2021

Time: 9:30 a.m. Central Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2021

This year's virtual annual meeting (the "Annual Meeting") will be held entirely online via live audio webcast due to the public health impact of the COVID-19 pandemic and to support the health and wellness of our shareholders, directors and team members. The Annual Meeting will begin promptly at 9:30 a.m. Central Time. For more information regarding how to attend the Annual Meeting online, please see the section titled "User's Guide" on page 80 of this Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has internet connectivity. There will be no physical location for shareholders to attend. Shareholders may only attend, vote, and submit questions during the Annual Meeting by logging in at www.virtualshareholdermeeting.com/MSI2021 and entering the 16-digit control number included in their Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card.

The purpose of the meeting is to:

1. elect the seven director nominees named in this Proxy Statement for a one-year term;
2. ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021;
3. hold a shareholder advisory vote to approve the Company's executive compensation; and
4. act upon such other matters as may properly come before the Annual Meeting.

Only Motorola Solutions shareholders of record at the close of business on March 19, 2021 (the "record date") will be entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials, which contains instructions on how to access this Proxy Statement, the proxy card and the Company's 2020 Annual Report, is first being mailed to shareholders on or about April 1, 2021. In addition, this Proxy Statement, the proxy card and the Company's 2020 Annual Report are available at www.ProxyVote.com.

If you are a "street name" shareholder (meaning that your shares are registered in the name of your broker, bank or other nominee), you will receive instructions from such bank, broker or other nominee describing how to vote your shares.

By order of the Board of Directors,

Kristin L. Kruska

Secretary

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

VIA THE INTERNET

Visit the website shown on your Motorola Solutions Notice of Internet Availability of Proxy Materials for the 2021 Annual Meeting (your "Notice") or proxy card to vote via the internet.

BY TELEPHONE

Use the toll-free telephone number listed on your proxy card.

BY MAIL

If you received a printed copy of the proxy card, mark, sign, date and return the proxy card using the postage-paid envelope provided.

AT THE VIRTUAL ANNUAL MEETING

Via the internet at the virtual Annual Meeting at www.virtualshareholdermeeting.com/MSI2021

PLEASE NOTE THAT ATTENDANCE AT THE MEETING WILL BE LIMITED TO SHAREHOLDERS OF MOTOROLA SOLUTIONS AS OF THE RECORD DATE (OR THEIR AUTHORIZED REPRESENTATIVES). THIS MEETING WILL TAKE PLACE ONLINE ONLY. THERE IS NO PHYSICAL LOCATION. In order to attend the meeting, you will need the 16-digitcontrol number included on your Notice, proxy card or voting instruction form.