SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2021 (February 25, 2021)
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|1025 West NASA Boulevard|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (321) 727-9100
|(Former name or former address, if changed since last report)|
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:
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))
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $1.00 per share||LHX||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On February 26, 2021, the independent directors of the Board of Directors (the “Board”) of L3Harris Technologies, Inc. (“L3Harris”) approved certain compensation actions with respect to William M. Brown, L3Harris’ Chair and Chief Executive Officer, and Christopher E. Kubasik, L3Harris’ Vice Chair, President and Chief Operating Officer. On February 25, 2021, the Compensation Committee of the Board of L3Harris approved certain compensation actions with respect to L3Harris’ other “named executive officers” (pursuant to Instruction 4 to Item 5.02 of Form 8-K, those executive officers included in the Summary Compensation Table in the Proxy Statement for L3Harris’ 2020 Annual Meeting of Shareholders). The compensation actions that were approved included payouts for L3Harris’ fiscal 2020 as described below under the Annual Incentive Plan, the terms of which have been previously disclosed.
Cash payouts under the Annual Incentive Plan in respect of fiscal 2020 were approved based on the extent of achievement of fiscal 2020 pre-established financial performance measures and of other individual performance objectives established early in fiscal 2020. The pre-established financial performance measures were earnings before interest and taxes, free cash flow (defined as cash flow from operations less net capital expenditures) and revenue, weighted 40%, 40% and 20%, respectively, for L3Harris on a consolidated basis. For segment presidents, the same performance measures and weightings also were used with respect to their applicable segment – the Aviation Systems segment (for Todd W. Gautier) and the Space and Airborne Systems segment (for Edward J. Zoiss) – with segment results weighted 50% and consolidated L3Harris results weighted 50%. Approved payouts were as follows: William M. Brown - $2,850,000; Christopher E. Kubasik - $2,850,000; Jesus Malave, Jr. - $775,000; Todd W. Gautier - $575,000; and Edward J. Zoiss - $720,000.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed herewith:
|104||Cover Page Interactive Data File formatted in Inline XBRL|
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.
L3HARRIS TECHNOLOGIES, INC.
|By:||/s/ James P. Girard|
|Name:||James P. Girard|
|Date: March 2, 2021||Title:||Vice President and Chief Human Resources Officer|