UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On and effective August 27, 2020, the Board of Directors (the “Board”) of Motorola Solutions, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) to implement proxy access. The Amended Bylaws allow an eligible stockholder or a group of no more than 20 eligible stockholders to elect to have one or more stockholder nominees for director included in the Company’s proxy materials. The eligible stockholder or group of stockholders must have continuously owned 3% of the Company’s outstanding common stock for a minimum period of three years. The maximum number of stockholder nominees for director under this proxy access provision is limited to the greater of two and 20% of the total number of directors on the Board. The ability of eligible stockholders to use proxy access is subject to various additional terms, conditions, and requirements set forth in the Amended Bylaws.
The foregoing description of the changes to the Company’s Amended and Restated Bylaws as set forth in the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 3.1 | Amended and Restated Bylaws of Motorola Solutions, Inc. | |
| 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.
| MOTOROLA SOLUTIONS, INC. (Registrant) | ||||||
| Dated: August 27, 2020 | By: | /s/ Kristin L. Kruska | ||||
| Name: | Kristin L. Kruska | |||||
| Title: | Corporate Vice President, Transactions, Corporate & Securities and Secretary | |||||