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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 13, 2019

 

 

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

1-7221   36-1115800
(Commission File Number)   (IRS Employer Identification No.)

 

500 W, Monroe Street

Chicago, Illinois

  60661
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 576-5000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock; $.01 Par Value   MSI   New York Stock Exchange

 

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

The following matters were voted on at the Company’s Annual Meeting:

 

1.

The election of the following directors, who will serve until their respective successors are elected and qualified or until their earlier death or resignation:

 

Director

 

For

 

Against

 

Abstain

 

Broker non-votes

Gregory Q. Brown

  121,045,896   5,582,493   2,964,034   20,114,201

Kenneth D. Denman

  123,896,554   5,470,912   224,957   20,114,201

Egon P. Durban

  95,427,684   33,893,029   271,710   20,114,201

Clayton M. Jones

  129,100,826   267,320   224,277   20,114,201

Judy C. Lewent

  128,928,656   456,448   207,319   20,114,201

Gregory K. Mondre

  94,865,860   34,457,144   269,419   20,114,201

Anne R. Pramaggiore

  128,772,644   607,549   212,230   20,114,201

Joseph M. Tucci

  128,176,524   1,190,419   225,480   20,114,201

 

2.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019 was ratified by the stockholders, by the votes set forth in the table below:

 

For

  

Against

  

Abstain

    
144,329,307    5,124,622    252,695   

 

3.

The stockholders approved, on an advisory (non-binding) basis, the Company’s executive compensation, by the votes set forth in the table below: 

 

For

  

Against

  

Abstain

  

Broker Non-Votes

119,624,348    9,661,006    307,069    20,114,201

 

4.

A stockholder proposal on an independent director with human rights expertise was defeated by the stockholders, by the votes set forth in the table below.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

10,646,962    109,368,596    9,576,865    20,114,201

 

5.

A stockholder proposal on lobbying disclosure was defeated by the stockholders, by the votes set forth in the table below.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

46,749,435    77,639,909    5,203,079    20,114,201

 

Item 8.01

Other Events

On May 10, 2019, John P. Molloy, Executive Vice President, Products & Sales of Motorola Solutions, Inc. (the “Company”) adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5-1, directors, officers and other employees who are not in possession of material non-public information may adopt a pre-arranged plan or contract for the sale of company securities under specified conditions and at specified times. Using these 10b5-1 plans, individuals can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information.

Mr. Molloy’s 10b5-1 plan provides for 165,852 shares to be acquired through the exercise of stock options. Shares may be sold under Mr. Molloy’s plan on the open market at prevailing market prices and subject to minimum price thresholds specified in his plan.

Transactions under the 10b5-1 plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. Motorola Solutions does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MOTOROLA SOLUTIONS, INC.
    (Registrant)
Dated: May 15, 2019     By:   /s/ Kristin L. Kruska
      Name: Kristin L. Kruska
      Title:   Corporate Vice President and Secretary
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