Current Report Filing (8-k)
15 Mai 2019 - 11:38PM
Edgar (US Regulatory)
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)
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1-7221
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36-1115800
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(Commission File Number)
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(IRS Employer Identification No.)
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500 W, Monroe Street
Chicago, Illinois
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60661
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock; $.01 Par Value
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MSI
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New York Stock Exchange
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The following matters were voted on at the Companys Annual Meeting:
1.
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The election of the following directors, who will serve until their respective successors are elected and
qualified or until their earlier death or resignation:
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Director
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For
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Against
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Abstain
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Broker non-votes
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Gregory Q. Brown
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121,045,896
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5,582,493
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2,964,034
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20,114,201
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Kenneth D. Denman
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123,896,554
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5,470,912
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224,957
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20,114,201
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Egon P. Durban
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95,427,684
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33,893,029
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271,710
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20,114,201
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Clayton M. Jones
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129,100,826
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267,320
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224,277
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20,114,201
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Judy C. Lewent
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128,928,656
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456,448
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207,319
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20,114,201
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Gregory K. Mondre
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94,865,860
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34,457,144
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269,419
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20,114,201
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Anne R. Pramaggiore
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128,772,644
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607,549
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212,230
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20,114,201
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Joseph M. Tucci
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128,176,524
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1,190,419
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225,480
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20,114,201
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2.
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The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for fiscal year 2019 was ratified by the stockholders, by the votes set forth in the table below:
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For
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Against
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Abstain
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144,329,307
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5,124,622
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252,695
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3.
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The stockholders approved, on an advisory
(non-binding)
basis, the
Companys executive compensation, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker
Non-Votes
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119,624,348
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9,661,006
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307,069
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20,114,201
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4.
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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.
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For
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Against
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Abstain
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Broker
Non-Votes
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10,646,962
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109,368,596
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9,576,865
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20,114,201
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5.
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A stockholder proposal on lobbying disclosure was defeated by the stockholders, by the votes set forth in the
table below.
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For
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Against
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Abstain
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Broker
Non-Votes
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46,749,435
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77,639,909
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5,203,079
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20,114,201
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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. Molloys
10b5-1
plan provides for 165,852 shares to be acquired through the exercise of stock options. Shares may be sold under Mr. Molloys 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.
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MOTOROLA SOLUTIONS, INC.
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(Registrant)
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Dated: May 15, 2019
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By:
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/s/ Kristin L. Kruska
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Name: Kristin L. Kruska
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Title: Corporate Vice President and Secretary
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