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). |