FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 6, 2013

 

 

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

DELAWARE

(State or Other Jurisdiction

of Incorporation)

 

1-7221   36-1115800

(Commission

File Number)

 

(IRS Employer

Identification No.)

1303 East Algonquin Road

Schaumburg, Illinois

  60196
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 576-5000

 

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 7, 2013, the Board approved the amended and restated Motorola Solutions Management Deferred Compensation Plan, effective June 1, 2013 (the “Amended Plan”). The Amended Plan restores the ability (which, as previously disclosed, had been discontinued under the prior plan in 2008) for participating executives, including the Company’s named executive officers, to defer base salary and cash incentive compensation in excess of qualified 401(k) plan limitations. Participants under the Amended Plan may choose to invest their notional accounts in the same investment alternatives that are available under the Company’s 401(k) plan other than the Company stock fund. The Amended Plan also provides for Company matching contributions (i) with respect to the first 4% of compensation deferred under the Amended Plan, subject to a maximum of $50,000 for Board Officers, (ii) to restore lost matching amounts that would have been made under the 401(k) plan if participants had not participated in the Amended Plan, and (iii) in such discretionary amounts as may be approved by the Board or Compensation Committee. The foregoing description of the Amended Plan is qualified in its entirety by reference to the text of the Amended Plan, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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

The Company held its annual meeting of stockholders on May 6, 2013, and the following matters were voted on at that meeting:

 

1. The election of the following directors, who will serve until their respective successors are elected and qualified or until their earlier death or resignation:

 

Director

   For      Against      Abstain      Broker non-votes  

Gregory Q. Brown

     215,846,480         4,332,947         1,249,185         18,355,233   

William J. Bratton

     178,735,316         42,266,610         426,686         18,355,233   

Kenneth C. Dahlberg

     178,738,717         42,267,154         422,741         18,355,233   

David W. Dorman

     178,252,898         42,750,634         425,080         18,355,233   

Michael V. Hayden

     220,352,040         654,582         421,990         18,355,233   

Judy C. Lewent

     220,407,577         596,306         424,729         18,355,233   

Anne R. Pramaggiore

     220,261,111         668,769         498,732         18,355,233   

Samuel C. Scott III

     219,059,449         1,935,501         433,662         18,355,233   

Bradley E. Singer

     220,477,493         520,098         431,021         18,355,233   

John A. White

     219,910,116         1,089,268         429,228         18,355,233   

 

2. The stockholders approved, on an advisory (non-binding) basis, the Company’s executive compensation, by the votes set forth in the table below: 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

151,048,413

  69,872,034   508,165   18,355,233

 

3. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2013 was ratified by the stockholders, by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

237,248,176

  2,037,726   497,943   n/a

 

4. A stockholder proposal to encourage supplier(s) to publish an annual sustainability report was defeated by the stockholders, by the votes set forth in the table below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

10,699,236

  165,839,968   44,889,408   18,355,233


5. A stockholder proposal on political disclosure and accountability was defeated by the stockholders, by the votes set forth in the table below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

48,023,318

  123,088,742   50,316,552   18,355,233

Item 9.01. Financial Statements and Exhibits.

Exhibits

 

10.1    Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective June 1, 2013).


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 8, 2013     By:  

/s/ John K. Wozniak

    Name:   John K. Wozniak
    Title:   Corporate Vice President and Chief Accounting Officer


Exhibit Index:

 

10.1    Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective June 1, 2013).