hrs-20220422

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): April 25, 2022 (April 22, 2022)

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-3863

34-0276860

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1025 West NASA Boulevard

Melbourne,

Florida

32919

(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

Common Stock, par value $1.00 per share

LHX

New York Stock Exchange


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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Restated Certificate of Incorporation

The Restated Certificate of Incorporation of L3Harris Technologies, Inc. (“L3Harris” or the “Company”), as previously amended, was further amended on April 22, 2022 by the filing with the Secretary of State of the State of Delaware of the Company’s Certificate of Amendment to the Restated Certificate of Incorporation (“Certificate of Amendment”) reflecting the amendment to increase the maximum number of seats on the Company’s Board of Directors (“Board”) from thirteen to fifteen, pursuant to approval by the holders of more than a majority of the Company’s shares outstanding and entitled to vote at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of the Company held on April 22, 2022, as described in Item 5.07 below. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.

Amendment to Amended and Restated By-Laws

On April 22, 2022, the Company amended its By-Laws (as amended and restated effective April 2, 2020) (the “By-Laws”) pursuant to action by the Board, to reflect an amendment to Section 1 of Article III of the By-Laws to increase the maximum number of Board seats from thirteen to fifteen. A copy of the Certificate of Amendment to the By-Laws is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference into this item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Voting Results for 2022 Annual Meeting of Shareholders

The 2022 Annual Meeting of the Company was held on April 22, 2022 as a virtual-only meeting at www.virtualshareholdermeeting.com/LHX2022. 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 11, 2022 (the “2022 Proxy Statement”) as supplemented on March 18, 2022 and March 30, 2022. Of the 193,059,798 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2022 Annual Meeting as of the February 25, 2022 record date, a total of 176,874,925 shares (for a quorum of approximately 91.61%) was represented at the meeting. Set forth below are the final voting results for the proposals voted on at the 2022 Annual Meeting.

(1) Proposal 1 – Election of Directors: Voting to elect thirteen nominees to the Board for a 1-year term expiring at the 2023 Annual Meeting of Shareholders, or until their successors are elected and qualified:


	Number of Shares
Nominee	For	Against	Abstain	Broker Non-Votes
Sallie B. Bailey	159,540,824	1,980,222	762,579	14,591,300
William M. Brown	154,830,311	6,689,113	764,201	14,591,300
Peter W. Chiarelli	159,326,693	2,138,287	818,645	14,591,300
Thomas A. Corcoran	156,821,324	4,705,384	756,917	14,591,300
Thomas A. Dattilo	153,636,337	7,841,755	805,533	14,591,300
Roger B. Fradin	108,681,313	52,758,953	843,359	14,591,300
Harry B. Harris Jr.	159,808,124	1,711,069	764,432	14,591,300
Lewis Hay III	151,780,264	9,662,434	840,927	14,591,300
Lewis Kramer	155,953,133	5,510,760	819,732	14,591,300
Christopher E. Kubasik	158,336,405	3,321,157	626,063	14,591,300
Rita S. Lane	157,515,968	4,054,282	713,375	14,591,300
Robert B. Millard	151,879,462	9,559,039	845,124	14,591,300
Lloyd W. Newton	150,511,449	10,617,444	1,154,732	14,591,300

Each nominee was elected by the Company’s shareholders, consistent with the recommendation from the Board.

2) Proposal 2 – Vote to Amend the Company’s Restated Certificate of Incorporation to Increase the Maximum Number of Board Seats: Voting to amend the Company’s Restated Certificate of Incorporation to increase the maximum number of Board seats from thirteen to fifteen:

Number of Shares

For

Against

Abstain

Proposal 2

170,951,712

5,008,436

914,777

The amendment of the Company’s Restated Certificate of Incorporation to increase the maximum number of Board seats from thirteen to fifteen was approved by the Company's shareholders, consistent with the recommendation from the Board.

3) Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers: Voting to approve, in an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2022 Proxy Statement:


	Number of Shares
	For	Against	Abstain	Broker Non-Votes
Proposal 3	150,626,630	10,448,168	1,208,827	14,591,300

The compensation of the Company’s named executive officers was approved, in an advisory vote, by the Company’s shareholders, consistent with the recommendation from the Board.

(3) Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm: Voting to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2022:

Number of Shares

For

Against

Abstain

Proposal 4

169,988,205

6,218,329

668,391

Proposal 4 was approved by the Company’s shareholders, consistent with the recommendation from the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:


Exhibit Number			Description
3.1			Certificate of Amendment to the Restated Certificate of Incorporation of L3Harris Technologies, Inc. dated April 22, 2022
3.2			Certificate of Amendment, effective April 22, 2022, to the By-Laws of L3Harris Technologies, Inc. (as amended and restated, effective April 2, 2020)
104			Cover Page Interactive Data File formatted in Inline XBRL.

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: April 25, 2022

Title:

Senior Vice President, General Counsel and Secretary

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

L3HARRIS TECHNOLOGIES, INC.

L3Harris Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify that:

1.The Restated Certificate of Incorporation of the Corporation shall hereby be amended as follows:

FIRST: Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation shall hereby be amended and restated to read in its entirety as follows:

“ELEVENTH: Subject to Article FOURTEENTH of this Certificate of Incorporation, the business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of not less than 8 or more than 15 directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors.

At each annual meeting of stockholders, all directors shall be elected for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. In no case will a decrease in the number of directors shorten the term of any incumbent director.

Subject to Article FOURTEENTH of this Certificate of Incorporation, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Any director, or the entire Board of Directors, of this corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of stockholders called for that purpose.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred or preference stock issued by this corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by such terms.

No director of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit.”

SECOND: Article FOURTEENTH, Section 2 of the Restated Certification of Incorporation of the Corporation shall hereby be amended and restated to read in its entirety as follows:

“Section 2. Board of Directors

A.From and after the Closing Date until the third (3rd) anniversary of the Closing Date (the “Specified Post-Merger Period”), unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary (except that such resolution shall not provide that the business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of less than 8 or more than 15 directors), the Board of Directors shall be comprised of twelve (12) members.

B.As of the Effective Time, the Board of Directors shall be composed of (i) five (5) Designated L3 Directors; (ii) five (5) Designated Harris Directors; (iii) the Former L3 CEO; and (iv) the Pre-Closing CEO.

C.During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, any vacancy on the Board of Directors shall be filled by a nominee designated and proposed by the Nominating and Governance Committee and approved by the affirmative vote of a Supermajority of the then-serving directors.

D.During the Specified Post-Merger Period, unless a Supermajority of then-serving directors shall have adopted a resolution to the contrary, any approval for nomination or nomination by the Board of Directors of any candidate for election to the Board of Directors at any meeting of stockholders at which stockholders of the Company shall elect directors of the Company must be approved by the affirmative vote of a Supermajority of the then-serving directors, as applicable; provided, that if such candidate is a Former L3 Director or Former Harris Director then serving on the Board of Directors, such approval need only be by the affirmative vote of at least a majority of the then-serving directors.”

2.The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the DGCL.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged on its behalf by its duly authorized officer as of the 22nd day of April, 2022.

L3HARRIS TECHNOLOGIES, INC.


By:	/s/ Scott T. Mikuen
	Name:	Scott T. Mikuen
	Title:	Senior Vice President, General Counsel and Secretary

[Signature Page to Certificate of Amendment]