Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting Results for 2023 Annual Meeting
On April 21, 2023, L3Harris Technologies, Inc. (the "Company") held its 2023
Annual Meeting. For more information about the proposals set forth below, please
see the Company's definitive proxy statement filed with the U.S. Securities and
Exchange Commission on March 10, 2023. Of the 189,956,530 shares of the
Company's common stock issued, outstanding and entitled to vote at the 2023
Annual Meeting as of the February 24, 2023 record date, a total of 168,332,355
shares (for a quorum of approximately 89%) was represented at the meeting.
(1) Proposal 1 - Election of Directors. The Company's shareholders elected each
of the twelve nominees to the Company's Board of Directors ("Board") for a
1-year term expiring at the 2024 Annual Meeting, or until their successors are
elected and qualified. The voting results for each of the nominees are as
follows:
Number of Shares
Nominee For Against Abstain Broker Non-Votes
Sallie B. Bailey 149,470,646 2,604,224 667,185 15,590,300
Peter W. Chiarelli 149,769,321 2,345,186 627,548 15,590,300
Thomas A. Dattilo 138,811,892 13,253,642 676,521 15,590,300
Roger B. Fradin 143,741,483 8,323,580 676,992 15,590,300
Joanna L. Geraghty 150,016,019 2,072,134 653,902 15,590,300
Harry B. Harris, Jr. 150,473,856 1,593,793 674,406 15,590,300
Lewis Hay III 143,865,101 8,245,340 631,614 15,590,300
Christopher E. Kubasik 145,488,470 6,691,527 562,058 15,590,300
Rita S. Lane 149,775,399 2,359,913 606,743 15,590,300
Robert B. Millard 143,608,757 8,430,422 702,876 15,590,300
Edward A. Rice, Jr. 150,547,685 1,552,590 641,780 15,590,300
Christina L. Zamarro 150,130,569 1,960,754 650,732 15,590,300
2) Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation.
The Company’s shareholders approved the compensation of the Company’s named
executive officers, in an advisory vote, and the voting results are as follows:
Number of Shares
For Against Abstain Broker Non-Votes
140,557,829 11,078,615 1,105,611 15,590,300
3) Proposal 3 - Advisory Vote on Frequency of Future Shareholder Votes on Named
Executive Officer Compensation. The Company's shareholders approved Every Year,
in an advisory vote, as the frequency of future advisory votes on named
executive officer compensation, and the voting results are as follows:
Number of Shares
Every Year Every 2 Years Every 3 Years
Abstain Broker Non-Votes
149,480,175 707,041 2,363,359 191,480 15,590,300
The Company has decided, consistent with the voting results and the
recommendation of the Board, to hold an advisory vote to approve named executive
officer compensation on an annual basis until the next required vote on
frequency of future advisory votes on named executive officer compensation
(which would be at the 2029 Annual Meeting, unless presented earlier).
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Proposal 4 - Ratification of Appointment of Independent Registered Public
Accounting Firm. The Company's shareholders ratified the Audit Committee of the
Board's appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 29, 2023, and the
voting results are as follows:
Number of Shares
For Against Abstain
162,625,675 5,270,776 435,904
Proposal 5 - Shareholder Proposal. The Company's shareholders rejected the
Shareholder Proposal titled "Transparency in regard to Lobbying," and the voting
results are as follows:
Number of Shares
For Against Abstain Broker Non-Votes
56,938,594 93,405,666 2,397,795 15,590,300
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
104 Cover Page Interactive Data File formatted in Inline XBRL.
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