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 15, 2017

 

 

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.)

 

500 West Monroe

Chicago, Illinois

  60661
(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))

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.

The following matters were voted on at the Company’s Annual 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   123,387,666   4,557,336   1,234,302   16,604,139
Kennneth D. Denman   127,836,817   1,237,712   104,775   16,604,139
Egon P. Durban   105,371,128   23,705,316   102,860   16,604,139
Clayton M. Jones   128,782,270   293,630   103,404   16,604,139
Judy C. Lewent   128,590,101   490,033   99,170   16,604,139
Gregory K. Mondre   105,607,303   23,466,160   105,841   16,604,139
Anne R. Pramaggiore   127,810,070   1,270,162   99,072   16,604,139
Samuel C. Scott III   123,894,615   5,179,935   104,754   16,604,139
Joseph M. Tucci   111,680,924   17,392,957   105,423   16,604,139

 

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

123,492,206    5,488,767    198,331    16,604,139

 

3. The stockholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:

 

One-Year

Frequency Vote

  

Two-Year

Frequency Vote

  

Three-Year

Frequency Vote

  

Abstain

  

Broker Non-Votes

111,817,727    152,526    17,072,746    136,305    16,604,139

Based upon these results, the Board of Directors determined to hold an annual advisory vote on executive compensation.

 

4. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2016 was ratified by the stockholders, by the votes set forth in the table below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

143,780,242    1,851,213    151,998    n/a

 

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

 

For

  

Against

  

Abstain

  

Broker Non-Votes

42,328,703    84,769,273    2,081,328    16,604,139

 

6. A stockholder proposal on recruitment in global supply chains was defeated by the stockholders, by the votes set forth in the table below.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

15,114,094    111,387,815    2,677,395    16,604,139


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 17, 2017     By:   /s/ Kristin L. Kruska
      Name:    Kristin L. Kruska
      Title:   Corporate Vice President and Secretary