Current Report Filing (8-k)

MOTOROLA SOLUTIONS, INC.
(Registrant)

Dated: March 13, 2020

/s/ Kristin L. Kruska

Kristin L. Kruska

Corporate Vice President, Transactions, Corporate & Securities Law and Secretary

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): March 12, 2020

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 W. Monroe Street

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))

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, $0.01 Par Value per Share

MSI

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 (§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.

(e)

On March 12, 2020, the Board of Directors of Motorola Solutions, Inc. (the “Company”), upon the recommendation of its Compensation and Leadership Committee, approved an increase in the target annual long-term incentive award opportunity for Gregory Q. Brown, the Company’s Chairman and Chief Executive Officer (“CEO”) from $11.1 million in 2019 to $14.1 million for 2020. The Compensation and Leadership Committee and Board believe Mr. Brown’s ability to generate shareholder returns, to make strategic investments that strengthen the Company’s portfolio, to grow its software and services business and continue to successfully execute the Company’s long-term strategy and senior leadership succession plan is critical to the Company’s path forward and that it is in the best interest of the Company’s shareholders to retain Mr. Brown as CEO.

As previously disclosed, Mr. Brown’s annual long-term incentive awards are 100% performance-based and equity-based, consisting of performance stock options, market stock units and performance stock units.

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.