HARRIS CORPORATION (NYSE:HRS) Files An 8-K Submission of Matters to a Vote of Security Holders

HARRIS CORPORATION (NYSE:HRS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

On April 4, 2019, Harris Corporation (“Harris”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive joint proxy statement/prospectus that it filed with the U.S. Securities and Exchange Commission on February 25, 2019, in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 12, 2018, among Harris, L3 Technologies, Inc., a Delaware corporation (“L3”), and Leopard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Harris, to which Harris and L3 have agreed, upon the terms and subject to the conditions set forth in the Merger Agreement, to effect an all-stock, merger of equals combination of their respective businesses.

As of the close of business on February 22, 2019, the record date for the Special Meeting, 117,960,884 shares of common stock of Harris, par value $1.00 per share (“Harris Common Stock”), were issued and outstanding and entitled to vote at the Special Meeting. 102,607,145 shares of Harris Common Stock were represented in person or by proxy at the Special Meeting, and, therefore, a quorum was present. Proposals 1, 2 and 3 below were approved and, although sufficient votes were received to approve Proposal 4, an adjournment of the Special Meeting was not necessary due to the approval of Proposals 1 and 2. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

Proposal 1: To approve the issuance of shares of Harris Common Stock to the stockholders of L3 to the Merger Agreement (the “Harris Share Issuance Proposal”). The Harris Share Issuance Proposal was approved by the following vote:

Proposal 2: To adopt amendments to certain provisions of the certificate of incorporation of Harris (the “Harris Charter Amendment Proposal”). The Harris Charter Amendment Proposal was approved by the following vote:

Proposal 3: To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Harris’ named executive officers in connection with the transactions contemplated by the Merger Agreement (the “Harris Compensation Proposal”). The Harris Compensation Proposal was approved by the following vote:

Proposal 4: To approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Harris Share Issuance Proposal and the Harris Charter Amendment Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Harris stockholders (the “Harris Adjournment Proposal”). The Harris Adjournment Proposal was approved by the following vote:

Item 8.01Other Events.

On April 4, 2019, Harris and L3 issued a joint press release announcing the results of the Special Meeting and of the special meeting of L3 stockholders held on April 4, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

HARRIS CORP /DE/ Exhibit
EX-99.1 2 specialshareholdermeetingr.htm EXHIBIT 99.1 Exhibit Exhibit 99.1FOR IMMEDIATE RELEASEContact Information:Jim BurkeHarris Corporationjim.burke@harris.com321-727-9131Jennifer BartonL3 TechnologiesJennifer.Barton@L3T.com212-805-5356Harris Corporation and L3 Technologies Stockholders Approve MergerMELBOURNE,…
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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.