L3 TECHNOLOGIES, INC. (NYSE:LLL) Files An 8-K Submission of Matters to a Vote of Security Holders

L3 TECHNOLOGIES, INC. (NYSE:LLL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

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Submission of Matters to a Vote of Security Holders.

On April 4, 2019, L3 Technologies, Inc. (“L3”) held a special meeting of stockholders (the “L3 Special Meeting”) at which holders of L3’s common stock, par value $0.01 per share, approved each of the proposals relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018 (the “Merger Agreement”), by and among L3, Harris Corporation, a Delaware corporation (“Harris”), and Leopard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Harris. The voting results were as follows:

1. The proposal to adopt the Merger Agreement:

Votes For

Votes Against

Abstentions

Broker Non-Votes

64,529,230

1,938,558

307,532

2. The non-binding, advisory proposal to approve the compensation that will or may be paid or become payable to L3’s named executive officers in connection with the merger:

Votes For

Votes Against

Abstentions

Broker Non-Votes

59,275,645

6,755,946

743,729

3. The proposal to adjourn the L3 Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement or to ensure that any supplement or amendment to the joint proxy statement/prospectus relating to the L3 Special Meeting was timely provided to L3 stockholders:

Votes For

Votes Against

Abstentions

Broker Non-Votes

58,412,183

7,858,044

505,093

Item 8.01 Other Events.

On April 4, 2019, L3 and Harris issued a joint press release announcing that, at their respective special meetings of stockholders held on April 4, 2019, Harris and L3 stockholders voted to approve all stockholder proposals. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as a part of this Report.

Exhibit

Number

Description

99.1

Press release, dated April 4, 2019, jointly issued by L3 and Harris announcing that, at their respective special meetings of stockholders held on April 4, 2019, Harris and L3 stockholders voted to approve all stockholder proposals.

L3 TECHNOLOGIES, INC. Exhibit
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Contact Information: Jim Burke Harris Corporation [email protected] 321-727-9131 Jennifer Barton L3 Technologies [email protected] 212-805-5356 Harris Corporation and L3 Technologies Stockholders Approve Merger MELBOURNE,…
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About L3 TECHNOLOGIES, INC. (NYSE:LLL)

L3 Technologies, Inc., formerly L-3 Communications Holdings, Inc., is engaged as a contractor in Intelligence, Surveillance and Reconnaissance (ISR) systems, aircraft sustainment (including modifications, logistics and maintenance), simulation and training, night vision and image intensification equipment, and security and detection systems. The Company operates in three segments: Electronic Systems, Aerospace Systems and Communication Systems. The Company is a provider of communication and electronic systems and products used on military and commercial platforms. Its divisions include Advanced Programs, Aeromet, Army Fleet Support, Brashear, Cincinnati Electronics, Coleman Aerospace, Electron Devices, Henschel, Maritime Systems, Mustang Technology, Narda Satellite Networks and Targa Systems.

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