HARRIS CORPORATION (NYSE:HRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)Compensatory Arrangements of Certain Officers

On August25, 2018, the independent directors of the Board of Directors (the “Board”) of Harris Corporation (“Harris” or the “Company”) approved certain compensation actions with respect to William M. Brown, the Company’s Chairman, President and Chief Executive Officer. On August24, 2018, the Management Development and Compensation Committee of the Board (the “Compensation Committee”) approved certain compensation actions with respect to the Company’s other “named executive officers” ( to Instruction4 to Item 5.02 of Form8‑K, those executive officers included in the Summary Compensation Table in the Proxy Statement for the Company’s 2017 Annual Meeting of Shareholders). The approved compensation actions included payouts as described below under both the cash-based Harris Corporation Annual Incentive Plan (the “Annual Incentive Plan”) and the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August27, 2010) (the “Equity Incentive Plan”), the terms of which plans have been previously disclosed.

(i)Fiscal2018 Cash Payouts Under the Annual Incentive Plan:

Cash payouts under the Annual Incentive Plan in respect of fiscal2018 were approved based on the extent of achievement of fiscal2018 targets for financial performance measures and of other individual performance objectives established early in fiscal2018. The pre-established financial performance measures were Company consolidated operating income, free cash flow (defined as cash flow from operations less net capital expenditures) and revenue, weighted 40%, 30% and 30%, respectively. Approved payouts were as follows: William M. Brown – $2,640,000; Rahul Ghai – $500,000; Sheldon J. Fox – $414,585; Dana A. Mehnert – $414,585; and Scott T. Mikuen – $425,000.

(ii)Fiscal2018 Performance Share Unit Award Payouts Under the Equity Incentive Plan:

Performance share unit award payouts under the Equity Incentive Plan in respect of the fiscal2016-2018 three-year performance period were approved based on the extent of achievement of performance period targets for financial performance measures established early in fiscal2016. For performance share units other than the performance share units that were granted as part of Mr. Brown’s special one-time share-based retention and Exelis integration award, the pre-established financial performance measures were the Company’s three-year earnings per share compound annual growth rate for the performance period and average annual return on invested capital for the performance period (the original target for which was adjusted for the Company’s divestitures in fiscal 2017 of its government IT services business and Harris CapRock Communications commercial business), weighted equally, subject to possible adjustment upward or downward by as much as 33% based on the Company’s quintile ranking for total shareholder return performance over the performance period compared with companies in the Standard & Poor’s 500. Approved payouts for these performance share units were as follows: William M. Brown – 45,023 shares; Rahul Ghai – 2,254 shares; Sheldon J. Fox – 7,400 shares; Dana A. Mehnert – 7,400 shares; and Scott T. Mikuen – 6,436 shares. For the performance share units that were granted as part of Mr. Brown’s special one-time share-based retention and Exelis integration award, the pre-established financial performance measure was full-year run rate net synergies from the Exelis acquisition, and the approved payout to Mr. Brown was 45,400 shares.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 25, 2018, the Company amended its By-Laws to action by the Board, upon the recommendation of the Governance and Corporate Responsibility Committee of the Board, to amend its “proxy access” provision. The amendments became effective immediately.

Article II, Section 11 of the By-Laws was amended to: (i) remove the requirement that nominating shareholders file with the U.S. Securities and Exchange Commission all “other communications” in addition to written solicitations; and (ii) change the voting threshold to determine if a director nominee under the proxy access provision in the By-Laws in the prior two years is again eligible to be nominated, from receiving less than 25% of shares “entitled to vote” to less than 25% of shares “cast for or against” such nominee.

The foregoing summary of the amendments to the Company’s By-Laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the By‑Laws, as amended and restated August 25, 2018, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 5.02Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX

The following exhibit is filed herewith:

HARRIS CORP /DE/ Exhibit
EX-3.1 2 bod-18x298byxlawsxclean.htm EXHIBIT 3.1 Exhibit Exhibit 3.1     HARRIS CORPORATION1025 West NASA BoulevardMelbourne,…
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About HARRIS CORPORATION (NYSE:HRS)

Harris Corporation is a technology company that provides products, systems and services that have defense and civil government applications, as well as commercial applications. It offers its products and services to government and commercial customer. It operates in four segments: Communication Systems, which serves markets in tactical communications and defense, and public safety networks; Space and Intelligence Systems, which provides complete Earth observation, environmental, geospatial, space protection, and intelligence solutions from advanced sensors and payloads, as well as ground processing and information analytics; Electronic Systems, which offers a portfolio of solutions in electronic warfare, avionics, wireless and technology, among others, and Critical Networks, which provides managed services supporting air traffic management, energy and maritime communications, and ground network operation and sustainment, as well as information technology (IT) and engineering services.