8-K
L3harris Technologies, Inc. /De/ (LHX)
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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 18, 2025
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-3863 | 34-0276860 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (I.R.S. Employer<br> 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 5.07 Submission of Matters to a Vote of Security Holders.
Voting Results for 2025 Annual Meeting of Shareholders
On April 18, 2025, L3Harris Technologies, Inc. (the “Company”) held the 2025 Annual Meeting of Shareholders. Of the 187,716,345 shares of the Company’s common stock issued, outstanding and entitled to vote at the 2025 Annual Meeting of Shareholders as of the February 28, 2025, record date, a total of 172,798,381 shares (for a quorum of approximately 92.1%) was represented at the meeting.
1) Proposal 1 – Election of Directors. The Company’s shareholders elected each of the thirteen nominees to the Company’s Board of Directors (“Board”) for a 1-year term expiring at the 2026 Annual Meeting of Shareholders, 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 | 152,868,597 | 2,963,283 | 253,084 | 16,713,417 |
| Thomas A. Dattilo | 145,822,895 | 10,078,188 | 183,881 | 16,713,417 |
| Roger B. Fradin | 151,845,230 | 4,060,473 | 179,261 | 16,713,417 |
| Joanna L. Geraghty | 153,288,563 | 2,623,104 | 173,297 | 16,713,417 |
| Kirk S. Hachigian | 152,043,087 | 3,859,077 | 182,800 | 16,713,417 |
| Harry B. Harris, Jr. | 153,448,948 | 2,374,225 | 261,791 | 16,713,417 |
| Lewis Hay III | 149,330,486 | 6,567,287 | 187,191 | 16,713,417 |
| Christopher E. Kubasik | 152,524,739 | 3,368,978 | 191,247 | 16,713,417 |
| Rita S. Lane | 153,363,758 | 2,471,105 | 250,101 | 16,713,417 |
| Robert B. Millard | 148,774,395 | 7,131,820 | 178,749 | 16,713,417 |
| David S. Regnery | 155,406,398 | 480,946 | 197,620 | 16,713,417 |
| Edward A. Rice, Jr. | 155,010,697 | 891,283 | 182,984 | 16,713,417 |
| Christina L. Zamarro | 155,017,531 | 890,033 | 177,400 | 16,713,417 |
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 |
| 114,874,152 | 40,094,600 | 1,116,212 | 16,713,417 |
3) Proposal 3 – 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 January 2, 2026, and the voting results are as follows:
| Number of Shares | ||
|---|---|---|
| For | Against | Abstain |
| 167,850,103 | 4,653,007 | 295,271 |
4) Proposal 4 – Shareholder Proposal. The Company’s shareholders rejected the Shareholder Proposal titled “Transparency in Lobbying,” and the voting results are as follows:
| Number of Shares | |||
|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes |
| 17,063,020 | 137,308,702 | 1,713,242 | 16,713,417 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
| Exhibit<br>Number | Description |
|---|---|
| 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/ Christoph T. Feddersen | ||
| Name: | Christoph T. Feddersen | ||
| Date: April 22, 2025 | Title: | Vice President, General Counsel and Secretary |
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