Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting Results for 2020 Annual Meeting of Shareholders
The 2020 Annual Meeting of the Company was held on April 24, 2020 as a virtual-only meeting at www.virtualshareholdermeeting.com/LHX2020. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 12, 2020 (the “2020 Proxy Statement”). Of the 216,896,195 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2020 Annual Meeting as of the February 28, 2020 record date, a total of 198,611,553 shares (for a quorum of approximately 92%) was represented at the meeting. Set forth below are the final voting results for the proposals voted on at the 2020 Annual Meeting.
(1) Proposal 1 – Election of Directors: Voting to elect twelve nominees to the Company’s Board of Directors (the “Board”) for a 1-year term expiring at the 2021 Annual Meeting of Shareholders, or until their successors are elected and qualified:
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Number of Shares
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Sallie B. Bailey
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179,757,256
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1,925,279
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1,054,702
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15,874,316
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William M. Brown
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172,012,975
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9,735,219
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989,043
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15,874,316
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Peter W. Chiarelli
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179,628,665
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1,951,114
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1,157,458
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15,874,316
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Thomas A. Corcoran
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176,166,862
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5,451,781
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1,118,594
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15,874,316
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Thomas A. Dattilo
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172,096,520
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9,481,911
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1,158,806
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15,874,316
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Roger B. Fradin
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171,245,194
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10,308,661
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1,183,382
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15,874,316
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Lewis Hay III
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170,515,975
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11,038,706
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1,182,556
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15,874,316
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Lewis Kramer
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179,354,221
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2,237,788
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1,145,228
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15,874,316
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Christopher E. Kubasik
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177,229,584
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4,641,181
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866,472
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15,874,316
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Rita S. Lane
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179,774,664
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1,916,136
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1,046,437
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15,874,316
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Robert B. Millard
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172,947,527
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8,674,288
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1,115,422
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15,874,316
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Lloyd W. Newton
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173,611,384
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5,599,430
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3,526,423
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15,874,316
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Each nominee was elected by the Company’s shareholders, consistent with the recommendation from the Board.
(2) Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers: Voting to approve, in an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s 2020 Proxy Statement:
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Number of Shares
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For
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Against
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Abstain
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Broker Non-Votes
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Proposal 2
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171,677,774
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9,623,910
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1,435,553
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15,874,316
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The compensation of the Company’s named executive officers was approved, in an advisory vote, by the Company’s shareholders, consistent with the recommendation from the Board.
(3) Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm: Voting to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2021:
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Number of Shares
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For
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Against
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Abstain
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Proposal 3
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191,583,167
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6,180,557
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847,829
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Proposal 3 was approved by the Company’s shareholders, consistent with the recommendation from the Board.
(4) Proposal 4 – Voting to amend the Company's Restated Certificate of Incorporation to eliminate the supermajority voting and "fair price" requirements for business combinations involving interested shareholders:
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Number of Shares
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For
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Against
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Abstain
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Broker Non-Votes
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Proposal 4
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178,448,597
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2,893,507
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1,395,133
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15,874,316
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Proposal 4 was approved by the Company’s shareholders (by a supermajority of more than 80% of the Company’s shares outstanding and entitled to vote), consistent with the recommendation from the Board.
(5) Proposal 5 – Voting to amend the Company's Restated Certificate of Incorporation to eliminate the "anti-greenmail" provision:
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Number of Shares
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For
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Against
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Abstain
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Broker Non-Votes
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Proposal 5
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177,611,294
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3,937,299
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1,188,644
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15,874,316
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Proposal 5 was approved by the Company’s shareholders (by a supermajority of more than 80% of the Company’s shares outstanding and entitled to vote), consistent with the recommendation from the Board.
(6) Proposal 6 – Voting to amend the Company's Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when the Company has a 40% shareholder:
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Number of Shares
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For
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Against
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Abstain
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Broker Non-Votes
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Proposal 6
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174,794,044
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6,735,544
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1,207,649
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15,874,316
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Proposal 6 was approved by the Company’s shareholders (by a supermajority of more than 80% of the Company’s shares outstanding and entitled to vote), consistent with the recommendation from the Board.
Proposal 7, the shareholder proposal to permit the ability of shareholders to act by written consent, was not voted on at the 2020 Annual Meeting, because the shareholder proponent or a qualified representative did not appear at the time during the meeting for the presentation of the proposal. Proposal 7 consequently was required to be disregarded in accordance with the Company’s by-laws and not placed before the meeting for voting.