L3harris Technologies, Inc 8-K, filed Feb 24, 2023
L3harris Technologies, Inc. (LHX)
8-K
2023-02-24
For: 2023-02-24
View Original
Added on
April 10, 2026
About this 8-K
L3harris Technologies, Inc filed this 8-K on February 24, 2023.
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): February 24, 2023 (February 23, 2023)
(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.
(d) On February 23, 2023 on the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of L3Harris Technologies, Inc. (the “Company”), the Board increased the authorized number of directors constituting the Board from fourteen to fifteen and elected General Edward A. Rice, Jr. (Ret.), 66, as a director to serve on the Board. General Rice, a 35-year military veteran with the U.S. Air Force, most recently served as commander of the U.S. Air Force’s Air Education and Training Command until his retirement in 2013. General Rice’s initial term as a director on the Board commenced February 23, 2023 and expires at the Company’s 2023 Annual Meeting of Shareholders. General Rice was not appointed to any committees of the Board at this time.
As a non-employee director on the Board, General Rice will be compensated for service as a director in accordance with the Summary of Annual Compensation of L3Harris Technologies, Inc. Non-Employee Directors, effective as of January 1, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2021 and incorporated in this Item 5.02(d) by reference. There are no arrangements or understandings between General Rice and any other persons pursuant to which General Rice was selected as a director, and there are no transactions in which the Company was or is to be a participant and in which General Rice had or will have a direct or indirect material interest that are required to be reported pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 24, 2023, the Company issued a press release announcing the election of General Rice to the Board. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL | ||||
| 99.1 | |||||
1
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: February 24, 2023 | Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||||
2
News Release
Exhibit 99.1
Contacts:
| Steven Barany | Paul Swiergosz | ||||
| Investor Relations | L3Harris Media Relations | ||||
Steven.Barany@L3Harris.com | Paul.Swiergosz@L3Harris.com | ||||
| 321-724-3755 | 321-378-5631 | ||||
L3Harris Elects Four-Star General Ed Rice (Ret.) to Board of Directors
MELBOURNE, Fla., Feb. 24, 2023 — L3Harris Technologies (NYSE: LHX) today announced that retired Air Force General Edward A. Rice, Jr., former commander of the U.S. Air Force Air Education and Training Command, has been elected to its Board of Directors.
“General Rice brings an extensive background in military operations and national security to the board, particularly in the Asia-Pacific region,” said Christopher E. Kubasik, Chair and CEO, L3Harris. “As the DoD sees China as our nation’s pacing threat, Ed’s experience and insights will be of immense value as we work to help our customers meet these challenges.”
Across his 35-year Air Force career, Rice served with distinction as a general officer, including commanding U.S. Forces Japan and 5th Air Force, serving as vice commander of Pacific Air Forces, and commander of 13th Air Force.
Rice, 66, earned a bachelor’s degree in engineering from the U.S. Air Force Academy, a master’s degree in aeronautics from Embry-Riddle Aeronautical University, and a master’s degree in national security policy studies from the U.S. Naval War College.
“I’m honored to join the L3Harris board so that I can help shape the company as it continues to provide solutions that bring crucial support to the nation across all domains,” said Rice.
About L3Harris Technologies
L3Harris Technologies is a Trusted Disruptor for the global aerospace and defense industry. With customers’ mission-critical needs always in mind, our 46,000 employees deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains.
A biography and photo for Ed Rice can be found here.
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