MSI 8-K
Motorola Solutions, Inc. (MSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the proposals that were voted upon by the Company’s shareholders at the 2023 Annual Meeting and the voting results for each such proposal:
| 1. | The Company’s shareholders elected all of the director nominees, by the votes set forth below, to serve a one-year term until their respective successors are elected and qualified or until their earlier death or resignation: |
| Director Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| Gregory Q. Brown |
128,495,477 | 8,361,671 | 1,294,277 | 15,024,882 | ||||
| Kenneth D. Denman |
110,125,048 | 27,760,604 | 220,773 | 15,024,882 | ||||
| Egon P. Durban |
84,902,946 | 52,949,077 | 254,402 | 15,024,882 | ||||
| Ayanna M. Howard |
137,518,787 | 368,907 | 218,731 | 15,024,882 | ||||
| Clayton M. Jones |
137,064,618 | 824,727 | 217,800 | 15,024,882 | ||||
| Judy C. Lewent |
132,285,986 | 5,608,508 | 211,931 | 15,024,882 | ||||
| Gregory K. Mondre |
102,399,706 | 35,374,304 | 332,415 | 15,024,882 | ||||
| Joseph M. Tucci |
127,241,808 | 10,627,602 | 237,015 | 15,024,882 |
| 2. | The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023, by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 152,703,270 |
218,725 | 209,312 | — |
| 3. | The Company’s shareholders approved, on an advisory (non-binding) basis, the Company’s executive compensation, by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 130,268,585 |
7,258,347 | 579,493 | 15,024,882 |
| 4. | The Company’s shareholders approved, on an advisory (non-binding) basis, the frequency of the advisory vote to approve the Company’s executive compensation, on an annual basis, by the votes set forth below: |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 136,771,654 |
97,650 | 1,099,985 | 137,136 | 15,024,882 |
Based upon these results, the Board of Directors determined to hold an annual advisory vote on executive compensation.
Item 9.01. Financial Statements and Exhibits.
(d)
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| MOTOROLA SOLUTIONS, INC. (Registrant) | ||||||
| Dated: May 19, 2023 | By: | /s/ Kristin L. Kruska | ||||
| Name: | Kristin L. Kruska | |||||
| Title: | Corporate Vice President, Transactions, Corporate & Securities Law and Secretary | |||||