Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 28, 2018



Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)




(State or Other Jurisdiction of Incorporation)


1-7221   36-1115800
(Commission File Number)   (IRS Employer Identification No.)

500 W. Monroe Street

Chicago, Illinois

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Motorola Solutions, Inc. (the “Company”) and Samuel C. Scott have agreed that if elected at the 2018 Annual Meeting, the term from May 2018 to May 2019 will be the last term Mr. Scott serves on the Board and Mr. Scott will not stand for re-election at the 2019 Annual Meeting. Mr. Scott’s decision not to stand for re-election in 2019 was due to meeting the retirement age set forth in the Company’s Board Governance Guidelines and not the result of any disagreement with the Company. Mr. Scott informed the Board of his support for the Company’s management, Board, and the direction of the Company. Mr. Scott will continue to serve on the Company’s Board of Directors until its 2019 Annual Meeting of Stockholders if re-elected.


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.


Dated: March 28, 2018     By:   /s/ Mark S. Hacker
      Name: Mark S. Hacker
      Title: Executive Vice President, General Counsel and Chief Administrative Officer