L3HARRIS TECHNOLOGIES INC DE

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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NOTICE OF 2024 ANNUAL MEETING

OF SHAREHOLDERS

YOUR VOTE IS IMPORTANT

Even if you plan to attend the virtual Annual Meeting, we encourage you to vote your shares before the meeting to ensure they are counted.

HOW YOU CAN VOTE

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Until 11:59 PM Eastern Time on April 18, 2024. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.

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Meeting Agenda

The accompanying proxy statement more fully describes these matters.

Shareholders also will act on any other business matters that may properly come before the meeting, but we have not received notice of any such matters.

Who May Vote: If you owned shares of L3Harris common stock at the close of business on February 23, 2024, you are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

How to Attend: The Annual Meeting will be virtual-only and held exclusively online. To find instructions on how to access and log in to the virtual Annual Meeting, see “How to Attend the Virtual Annual Meeting” on page 100 in the accompanying proxy statement. The platform for the virtual Annual Meeting will afford authenticated shareholders the same rights and opportunities to participate that they would have at an in-person meeting, including submitting questions and voting their shares.

By Order of the Board of Directors,

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Friday, April 19, 2024:

The Proxy Statement and 2023 Annual Report to Shareholders are available at: www.l3harris.com/company/environmental-social-and-governance.

L3HARRIS 2024 PROXY STATEMENT i

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DEAR FELLOW SHAREHOLDERS

1025 West NASA Boulevard

Melbourne, Florida 32919

Chair and Chief Executive Officer​

March 8, 2024

2023 marked the fourth anniversary of the creation of L3Harris and a return to growth after a few years of macroeconomic disruptions. Through the execution of our strategy, we are improving operational performance and delivering on our commitments to shareholders and customers while strengthening our position as the industry’s Trusted Disruptor.

Throughout 2023, I highlighted our emphasis on Performance First. As a core pillar of the L3Harris strategy, operational performance was a primary driver of our return to growth. Coupled with strong customer demand and the acquisitions of Tactical Data Links and Aerojet Rocketdyne, we met our financial commitments and delivered positive total shareholder return (TSR) for the year.

L3Harris remains committed to ongoing engagement and an active dialogue with shareholders. Throughout the many interactions with current and prospective shareholders, including our recent Investor Day, dialogue centered on operational excellence initiatives, margin expansion opportunities and disciplined allocation of capital. L3Harris anticipates this dialogue will remain a key input in our continued focus on value creation.

On behalf of your Board, I am pleased to invite you to attend the 2024 Annual Meeting of Shareholders of L3Harris, to be held on Friday, April 19, 2024. The meeting will be virtual-only, held exclusively online to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. The live, interactive audio webcast of the meeting at www.virtualshareholdermeeting.com/LHX2024 will provide the ability for you to vote and submit questions online.

Sincerely,

Chair and Chief Executive Officer

ii L3HARRIS 2024 PROXY STATEMENT

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CONTENTS

The Board of Directors of L3Harris Technologies, Inc. (“L3Harris” or “Company”) is soliciting proxies to be voted at our 2024 Annual Meeting of Shareholders on April 19, 2024, and at any adjournments or postponements thereof. We expect that this proxy statement and form of proxy will be mailed and made available to shareholders beginning on or about March 8, 2024.

L3HARRIS 2024 PROXY STATEMENT iii

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