L3harris Technologies, Inc 8-K, filed Jun 29, 2021
L3harris Technologies, Inc. (LHX)
8-K
2021-06-29
For: 2021-06-29
View Original
Added on
April 10, 2026
About this 8-K
L3harris Technologies, Inc filed this 8-K on June 29, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 29, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (321 ) 727-9100
| No change | ||
| (Former name or former address, if changed since last report) | ||
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: | |||||
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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||||
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. | ☐ | ||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Introductory Note
As previously disclosed, pursuant to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of October 12, 2018, by and among Harris Corporation, a Delaware corporation (“Harris”), L3 Technologies, Inc., a Delaware corporation (“L3”), and Leopard Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Harris (“Merger Sub”), the parties completed the business combination transaction provided for in the Merger Agreement on June 29, 2019 (the “Closing Date”), with Merger Sub merging with and into L3 (the “Merger”) and L3 continuing as the surviving corporation and a direct wholly-owned subsidiary of Harris, which was renamed “L3Harris Technologies, Inc.” (“L3Harris”).
As also previously disclosed, in accordance with the governance-related terms in the Merger Agreement and L3Harris’ employment arrangement with each of William M. Brown and Christopher E. Kubasik addressing his respective employment following completion of the Merger, Mr. Brown began serving as Chair and Chief Executive Officer of L3Harris and Mr. Kubasik began serving as Vice Chair, President and Chief Operating Officer of L3Harris, in each case on the Closing Date, with the governance-related terms in the Merger Agreement and Mr. Brown’s and Mr. Kubasik’s respective employment arrangements providing for a transition from Mr. Brown to Mr. Kubasik of the Chief Executive Officer role on the second anniversary of the Closing Date (June 29, 2021), followed by a transition of the Chair role by the third anniversary of the Closing Date (June 29, 2022).
Completion of Chief Executive Officer Transition
Consistent with the Merger Agreement and Mr. Brown’s and Mr. Kubasik’s respective employment arrangements, on June 29, 2021, (a) Mr. Brown ceased being Chief Executive Officer of L3Harris, but remained Executive Chair of L3Harris; (b) and Mr. Kubasik, age 60, succeeded him as Chief Executive Officer of L3Harris, becoming Vice Chair, President and Chief Executive Officer of L3Harris, and ceased being Chief Operating Officer of L3Harris.
The other identification and business experience information with respect to Mr. Kubasik under the caption “Information About our Executive Officers” on page 28 of L3Harris’ Annual Report on Form 10-K for the fiscal year ended January 1, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2021, is incorporated by reference into this Item 5.02.
In connection with Mr. Kubasik’s appointment as Vice Chair, President and Chief Operating Officer of L3Harris on June 29, 2019, L3Harris assumed from L3 the employment arrangement with Mr. Kubasik addressing his employment following completion of the Merger (a letter agreement originally entered into on October 12, 2018 in connection with the Merger Agreement and formalized by a subsequent letter agreement dated November 5, 2018; together, the “Kubasik Letter Agreement”). The description of the Kubasik Letter Agreement under the caption “Agreement With Mr. Kubasik” on pages 53-54 of L3Harris’ definitive proxy statement for its 2021 Annual Meeting of Shareholders held on April 23, 2021, filed with the SEC on March 11, 2021, is incorporated by reference into this Item 5.02; however, that description is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Kubasik Letter Agreement, which was filed as Exhibit 10.4 to L3Harris’ Current Report on Form 8-K filed with the SEC on July 1, 2019 and is incorporated by reference into this Item 5.02.
Other than as may be disclosed above in this Item 5.02, there (x) is no arrangement or understanding between Mr. Kubasik and any other person pursuant to which he was selected as Chief Executive Officer of L3Harris, (y) is no family relationship between Mr. Kubasik and any other director or executive officer of L3Harris, and (z) are no related persons transactions between L3Harris and Mr. Kubasik reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
L3Harris issued a press release on June 29, 2021 announcing completion of the planned Chief Executive Officer role transition, which L3Harris noted had been unanimously re-affirmed by its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL | ||||
The following exhibit is furnished herewith:
| Exhibit Number | Description | ||||
| 99.1 | |||||
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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.
L3HARRIS TECHNOLOGIES, INC. | ||||||||||||||||||||
| By: | /s/ Scott T. Mikuen | |||||||||||||||||||
| Name: | Scott T. Mikuen | |||||||||||||||||||
| Date: June 29, 2021 | Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||||
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Exhibit 99.1 News Release
Contact Information:
Sara Banda Jim Burke
Media Relations Media Relations
Sara.Banda@L3Harris.com Jim.Burke@L3Harris.com
321-674-4498 321-727-9131
Christopher E. Kubasik Succeeds William M. Brown as CEO
of L3Harris Technologies
MELBOURNE, Fla., June 29, 2021 — Christopher E. Kubasik today succeeded William M. Brown as Chief Executive Officer of L3Harris Technologies (NYSE: LHX) – becoming the second CEO in its history as a combined company. The planned transition was first announced in October 2018 as part of L3Harris’ merger of equals and has been unanimously re-affirmed by the Board of Directors.
Brown now serves as Executive Chair of the Board. He became Chair and CEO of L3Harris at the merger close on June 29, 2019, after serving as CEO of Harris Corporation since 2011 and Chair since 2014.
“I am looking forward to continuing to work closely with Bill and the Board and leading our 48,000 dedicated employees to execute the strategy we established at the merger close,” said Kubasik, who also continues as Vice Chair of the Board. “We remain focused on delivering on our commitments to our shareholders, customers and all of our stakeholders. Our ability to provide affordable, innovative and rapidly fielded solutions that address our customers’ mission critical needs is more important now than ever before.”
Kubasik has more than 30 years of experience in the aerospace and defense industry and most recently served as Vice Chair, President and COO of L3Harris. He previously was Chair, President and CEO of L3 Technologies. He joined L3 as President and COO in 2015. Prior to that he was President and COO of Lockheed Martin Corporation, where he also held a number of senior executive and finance roles, and formerly was a partner at Ernst & Young.
“Chris’ extensive industry knowledge and customer relationships – combined with his significant leadership experience with L3Harris, L3 Technologies and Lockheed Martin – make him a perfect fit to lead L3Harris as we move into our next chapter as a combined company,” said Brown. “I look forward to continuing our partnership and leveraging the momentum we have built since the merger.”
“Today’s transition reflects the strength of the thoughtful and detailed merger strategy and foundation of trust built by Bill, Chris and the Board. Despite the challenges inherent in any merger, and a global pandemic, we have successfully created the leading defense technology company,” said Bob Millard, Lead Independent Director of the Board. “The Board greatly appreciates Bill’s dedication and many accomplishments over the past 10 years, which have been integral to creating L3Harris. We have complete confidence that Chris’ leadership, vision and ability to execute will build on our momentum.”
Biographies Photographs: Christopher E. Kubasik William M. Brown
About L3Harris Technologies
L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately $18 billion in annual revenue and 48,000 employees, with customers in more than 100 countries. L3Harris.com.
L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately $18 billion in annual revenue and 48,000 employees, with customers in more than 100 countries. L3Harris.com.
Forward-Looking Statements
This press release contains forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. L3Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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