Form 8-K - Current report

MOTOROLA SOLUTIONS, INC.

(Registrant)

Dated: August 26, 2024

/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): August 26, 2024

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

Not applicable

(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 (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	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.

Motorola Solutions, Inc. (the “Company”) is pleased to announce that on August 26, 2024, the size of the Board of Directors of the Company (the “Board”) was increased from eight to nine members and Elizabeth D. Mann joined the Board as a director and a member of the Audit Committee, effective immediately. Ms. Mann will serve until the Company’s 2025 Annual Meeting and the election and qualification of her successor or, if earlier, her death or resignation from the Board.

Ms. Mann is currently the Executive Vice President and Chief Financial Officer of Verisk Analytics, Inc., a data, analytics and technology provider serving clients in the insurance market.

Ms. Mann will receive the standard compensation received by non-employee directors. This compensation arrangement is described in the Company’s definitive proxy statement on Schedule 14A filed on March 28, 2024 with the U.S. Securities and Exchange Commission. As disclosed in the definitive proxy statement, a non-employee director will receive his or her equity compensation in the form of a grant of deferred stock units (prorated based on the number of full months served until the next annual meeting of shareholders) with a value of $20,416.67 per month, divided by the closing price of the Company’s common stock on the day on which the director’s election to the Board is effective.

There are no arrangements or understandings between Ms. Mann and any other person pursuant to which Ms. Mann was elected as a director of the Company, nor does Ms. Mann have any direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K.

The press release announcing Ms. Mann’s election to the Board is attached as Exhibit 99.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release by Motorola Solutions, Inc. dated August 26, 2024 announcing the appointment of Elizabeth D. Mann to the Board of Directors.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

Motorola Solutions Appoints Elizabeth Mann to Board of Directors

CHICAGO – Aug. 26, 2024 – Motorola Solutions (NYSE: MSI) today announced that Elizabeth Mann has been appointed to its board of directors, effective Aug. 26, 2024. Mann brings close to 20 years of leadership experience in finance, strategy, data analytics and the technology industry.

“I’m pleased to welcome Elizabeth to the board, with her proven leadership in finance including risk management, technology and analytics,” said Greg Brown, chairman and CEO, Motorola Solutions. “Her extensive global and wide-ranging perspectives and capital management experience will be a valuable addition.”

“It is an honor to join the Motorola Solutions board during such an impressive period of growth and momentum,” said Mann. “I look forward to working alongside this management team to support value creation by continually advancing innovations that carry out their mission to help protect people, property and places.”

Mann is the executive vice president and chief financial officer of Verisk Analytics, Inc. (NASDAQ: VRSK), a leading global data analytics and technology provider. Previously Mann was with S&P Global, where she was CFO of the Mobility and Ratings divisions, after serving as senior vice president of capital management, including S&P Global’s tax, treasury and capital allocation functions. Prior to S&P Global, she held several roles of increasing responsibility at Goldman Sachs, including managing director of the firmwide strategy group and the technology, media and telecom investment banking group. Before Goldman Sachs, Mann was a Moore Instructor and National Science Foundation Postdoctoral Fellow at the Massachusetts Institute of Technology.

Mann currently serves as president of the board of trustees of the Winston Churchill Scholarship Foundation of the United States and previously served as a member of the board of directors of CRISIL, a company listed on the Bombay Stock Exchange.

Mann earned a bachelor’s degree in mathematics from Harvard University, a Ph.D. in mathematics from the University of Oxford and a certificate of advanced study in mathematics from the University of Cambridge, where she was a Churchill Scholar.

About Motorola Solutions

Motorola Solutions is solving for safer. We build and connect technologies to help protect people, property and places. Our solutions enable the collaboration between public safety agencies and enterprises that’s critical for a proactive approach to safety and security. Learn more about how we’re solving for safer communities, safer schools, safer hospitals, safer businesses – safer everywhere – at www.motorolasolutions.com.

Media Contact:

Alexandra Reynolds

Motorola Solutions

(312) 965 3968

alexandra.reynolds@motorolasolutions.com

Document and Entity Information	Aug. 26, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000068505
Document Type	8-K
Document Period End Date	Aug. 26, 2024
Entity Registrant Name	Motorola Solutions, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-7221
Entity Tax Identification Number	36-1115800
Entity Address, Address Line One	500 W. Monroe Street
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	847
Local Phone Number	576-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock $0.01 par value
Trading Symbol	MSI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false