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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 19, 2024
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
 1-3863 34-0276860
(State or other jurisdiction
 of incorporation)		 (Commission
 File Number)		 (I.R.S. Employer
 Identification No.)
1025 West NASA Boulevard
Melbourne, Florida   32919
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (321) 727-9100
No change
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 19, 2024, L3Harris Technologies, Inc. (the “Company”) amended its Restated Certificate of Incorporation by filing a Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment reflected an amendment to limit liability of officers as permitted by law, as approved by the holders of more than a majority of the Company’s shares outstanding and entitled to vote at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and as described in Item 5.07 below. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.
Item 5.07      Submission of Matters to a Vote of Security Holders.
Voting Results for 2024 Annual Meeting

On April 19, 2024, the Company held the 2024 Annual Meeting. 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 8, 2024. Of the 190,089,502 shares of the Company’s common stock issued, outstanding and entitled to vote at the 2024 Annual Meeting as of the February 23, 2024 record date, a total of 169,256,942 shares (for a quorum of approximately 89.0%) was represented at the meeting.

1) Proposal 1 – Election of Directors. The Company’s shareholders elected each of the fourteen nominees to the Company’s Board of Directors (“Board”) for a 1-year term expiring at the 2025 Annual Meeting, or until their successors are elected and qualified. The voting results for each of the nominees are as follows:
Number of Shares
Nominee For Against Abstain Broker Non-Votes
Sallie B. Bailey 151,292,928 2,546,929 458,171 14,958,914
Peter W. Chiarelli 149,719,738 4,031,426 546,864 14,958,914
Thomas A. Dattilo 143,722,961 9,995,030 580,037 14,958,914
Roger B. Fradin 138,991,441 14,707,394 599,193 14,958,914
Joanna L. Geraghty 151,011,457 2,735,947 550,624 14,958,914
Kirk S. Hachigian 148,348,600 5,374,294 575,134 14,958,914
Harry B. Harris, Jr. 149,355,380 4,365,853 576,795 14,958,914
Lewis Hay III 145,783,649 7,964,126 550,253 14,958,914
Christopher E. Kubasik 146,829,494 6,940,983 527,551 14,958,914
Rita S. Lane 149,550,566 4,101,116 646,346 14,958,914
Robert B. Millard 146,949,109 6,667,764 681,155 14,958,914
Edward A. Rice, Jr. 151,882,373 1,754,687 660,968 14,958,914
William H. Swanson 151,554,165 2,146,782 597,081 14,958,914
Christina L. Zamarro 151,973,970 1,717,823 606,235 14,958,914

2) Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation. The Company’s shareholders approved the compensation of the Company’s named executive officers, in an advisory vote, and the voting results are as follows:

Number of Shares
For Against Abstain Broker Non-Votes
141,472,816 12,093,285 731,927 14,958,914

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3) Proposal 3 – Approval of the L3Harris Technologies, Inc. 2024 Equity Incentive Plan. The Company’s shareholders approved the Company's 2024 Equity Incentive Plan, and the voting results are as follows:

Number of Shares
For Against Abstain Broker Non-Votes
142,777,481 10,803,321 717,226 14,958,914



4) Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the Audit Committee of the Board’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2025, and the voting results are as follows:

Number of Shares
For Against Abstain
162,112,572 6,797,524 346,846

5) Proposal 5 – Amendment of the L3Harris Technologies, Inc. Restated Certificate of Incorporation. The Company’s shareholders approved the amendment of the Company's Restated Certificate of Incorporation to limit liability of officers as permitted by law, and the voting results are as follows:

Number of Shares
For Against Abstain Broker Non-Votes
137,004,777 16,658,441 634,810 14,958,914

6) Proposal 6 – Shareholder Proposal. The Company’s shareholders rejected the Shareholder Proposal titled “Transparency in Lobbying,” and the voting results are as follows:

Number of Shares
For Against Abstain Broker Non-Votes
49,608,790 102,427,315 2,261,923 14,958,914


Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibits are provided herewith:
Exhibit
Number		 Description                                                                                                                              
3.1
104 Cover Page Interactive Data File formatted in Inline XBRL.

3

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.

L3HARRIS TECHNOLOGIES, INC.
By: /s/ Scott T. Mikuen
Name: Scott T. Mikuen
Date: April 23, 2024 Title: Senior Vice President, General Counsel and Secretary

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EX-3.1 2 certificateofamendmenttore.htm EX-3.1 Document
Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

L3HARRIS TECHNOLOGIES, INC.


L3Harris Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify that:

The Board of Directors of the Corporation, pursuant to Section 242 of the DGCL, has duly adopted a resolution setting forth the following amendment (the “Amendment”) to the Corporation’s Restated Certificate of Incorporation and declaring the Amendment to be advisable, and the stockholders of the Corporation have duly approved and adopted the Amendment at the annual meeting of stockholders duly called and held on April 19, 2024 in accordance with Section 222 and Section 242 of the DGCL.

The last paragraph of Article ELEVENTH of Restated Certificate of Incorporation of the Corporation shall hereby be amended and restated as follows:

No director or officer of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not eliminate or limit the liability of a director or officer (i) for any breach of the director’s or officer’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) with respect to directors, under Section 174 of Title 8 of the Delaware Code,  (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) with respect to officers, in any action by or in the right of the corporation. For purposes of this Article ELEVENTH, “officer” shall have the meaning provided in Section 102(b)(7) of Title 8 of the Delaware Code as the same exists or may hereafter be amended. If Chapter 1 of Title 8 of the Delaware Code is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers, then the liability of directors or officers of the corporation shall be limited or eliminated to the fullest extent permitted by Chapter 1 of Title 8 of the Delaware Code, as so amended.


[Signature page follows]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged on its behalf by its duly authorized officer as of this 19th day of April 2024.
L3HARRIS TECHNOLOGIES, INC.

By: /s/ Scott T. Mikuen

Name:    Scott T. Mikuen
Title:        Senior Vice President,
        General Counsel and Secretary
    


[Signature page to Certificate of Amendment to Restated Certificate of Incorporation]

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