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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): November 16, 2023
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 8.01. | Other Events. |
On November 16, 2023, Motorola Solutions, Inc. (the “Company”) issued a press release announcing that its Board of Directors has authorized an increase in its share repurchase program to permit the Company to purchase up to an additional $2.0 billion of its outstanding common shares, bringing the total share repurchase program up to $18 billion, with no expiration date for the program. Through September 30, 2023, the Company repurchased approximately $15.4 billion shares of common stock under the existing share repurchase program. The Company may repurchase shares from time to time in the open market or in other privately negotiated transactions, subject to market conditions.
The Company also announced that its Board of Directors increased its regular quarterly dividend by 11% to 98 cents per share. The Company’s next quarterly dividend will be payable in cash on January 12, 2024, to shareholders of record at the close of business on December 15, 2023.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number | Exhibit | |
| 99.1 | Press Release by Motorola Solutions, Inc. dated November 16, 2023 declaring quarterly dividend and announcing increase to share repurchase program | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOTOROLA SOLUTIONS, INC. | ||||||
| (Registrant) | ||||||
| Dated: November 16, 2023 | By: | /s/ Jason J. Winkler |
||||
| Name: | Jason J. Winkler | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
Exhibit 99.1
Motorola Solutions Board of Directors Increases Quarterly Dividend; Increases Stock Repurchase Program Authorization
CHICAGO — November 16, 2023— Motorola Solutions, Inc. (NYSE: MSI) today announced that its board of directors has increased its regular quarterly dividend by 11% to 98 cents per share. The next quarterly dividend will be payable in cash on January 12, 2024, to shareholders of record at the close of business on December 15, 2023.
Additionally, the company also announced that its board of directors has approved a $2 billion increase to the share repurchase program, raising the total authorization since July 2011 to $18 billion, with no expiration date for the program. Under the company’s previously authorized $16 billion share repurchase program, approximately $599 million in repurchase authority remained at the end of the third quarter of 2023.
The company may continue to repurchase shares from time to time in the open market or in other privately negotiated transactions, subject to market conditions.
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.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “anticipates,” “estimates” and similar expressions. These forward-looking statements are statements other than statements of historical fact and may include, among other things, statements in relation to the company’s current plans regarding share repurchases and dividends. All information set forth in this release is as of the date hereof. The company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. Certain potential factors, risks and uncertainties that could affect the company’s business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements include those under the heading “Risk Factors” in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, each of which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.
Media Contact
Alexandra Reynolds
Motorola Solutions
Alexandra.Reynolds@motorolasolutions.com
+1 312 965 3968
Investor Contact
Tim Yocum
Motorola Solutions
Tim.Yocum@motorolasolutions.com
+1 847 576 6899