L3HARRIS TECHNOLOGIES, INC. /DE/
For the period ended May 11, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 11, 2026 · Filed Apr 1, 2026
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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:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
L3HARRIS TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Front Cover
OurValues
NOTICE OF 2026 ANNUAL MEETINGOF SHAREHOLDERS
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| | WHEN:Monday, May 11, 20269:00 AM Eastern Time | | | Meeting Agenda | | |||
| | Proposal 1:Elect our Board’s eleven nominees named in the accompanying proxy statement for a one-year term expiring at the 2027 Annual Meeting of ShareholdersProposal 2:Approve, in an advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statementProposal 3:Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2026Proposal 4:Vote on a shareholder proposal titled “Improve Shareholder Ability to Call for a Special Shareholder Meeting,” if properly presented | | ||||||
| | WHERE:The Annual Meeting will beheld exclusively online at www.virtualshareholdermeeting.com/LHX2026. | | | | ||||
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| | YOUR VOTE IS IMPORTANTEven 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 | | | | ||||
| | | BEFORE THE ANNUAL MEETING | | | | |||
| Internet*www.proxyvote.com | | |||||||
| | | Phone*1-800-690-6903 | | | 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 March 13, 2026, 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 75 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,/s/ Christoph FeddersenChristoph FeddersenSenior Vice President, General Counsel and SecretaryMelbourne, FloridaApril 1, 2026Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Monday, May 11, 2026:The proxy statement and 2025 Annual Report to Shareholders are available at: www.l3harris.com/company/sustainability-and-governance. | | | |
| | MailComplete, sign and date your proxy/voting instruction card and mail in the postage-paid return envelope. | | ||||||
| | DURING THE ANNUAL MEETING | | ||||||
| | For instructions on voting during the virtual Annual Meeting, see pages 76-77 of the accompanying proxy statement. | | ||||||
| * Until 11:59 PM Eastern Time on May 10, 2026. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card. | | |||||||
L3HARRIS 2026 PROXY STATEMENT i
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| DEAR FELLOW SHAREHOLDERS | L3HARRIS TECHNOLOGIES, INC.1025 West NASA BoulevardMelbourne, Florida 32919 |
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| Christopher KubasikChairman and CEO | | April 1, 20262025 closed amid one of the most dynamic threat environments in decades. The Administration and the Department of War are driving a fundamental transformation in defense acquisition, raising expectations for speed, performance and sustained investment in capacity. Even during a U.S. government shutdown that lasted more than 40 days, our customers delivered a clear and consistent message: capability and capacity matter more than ever before.We delivered for our customers and warfighters by converting requirements into fielded capability and by reinforcing the capacity and resilience of the defense industrial base. Our discipline drove record orders, sustained organic growth, expanded profitability and strong adjusted free cash flow resulting in the strongest financial performance in our history.We achieved record backlog, a book-to-bill of 1.3x, expanded margins and generated cash flow above expectations despite the shutdown. We also surpassed our LHX NeXt cost savings commitment a full year ahead of schedule. We are using our momentum to move faster, invest boldly and extend our lead.Turning to governance, we thank Bob Millard and Rita Lane for their service as they retire from our Board of Directors. Their leadership has helped guide L3Harris through a period of meaningful transformation, and we are grateful for their contributions.L3Harris remains committed to ongoing engagement and an active dialogue with shareholders. Understanding our shareholders’ priorities is crucial for ensuring that we address your interests. We frequently meet with shareholders via one on one meetings and at financial conferences. We anticipate 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 2026 Annual Meeting of Shareholders of L3Harris, to be held on Monday, May 11, 2026. 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/LHX2026 will provide the ability for you to vote and submit questions online.Sincerely,Christopher KubasikChairman and CEO |
ii L3HARRIS 2026 PROXY STATEMENT
CONTENTS
| PROXY SUMMARY | | 1 |
|---|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS | | 7 |
| Criteria for Board Membership | | 7 |
| Director Nomination Process | | 8 |
| Board Refreshment Policies | | 8 |
| Nominee Skills and Biographies | | 9 |
| Voting Standard for Election of Directors | | 14 |
| CORPORATE GOVERNANCE | | 15 |
| Board Leadership Structure | | 15 |
| Our Board’s Role and Responsibilities | | 18 |
| Board Policies and Processes | | 20 |
| Director Compensation and Benefits | | 22 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | 24 |
| COMPENSATION DISCUSSION AND ANALYSIS | | 25 |
| Executive Summary | | 26 |
| Compensation Philosophy and Key Practices | | 28 |
| Elements of our Compensation Program | | 30 |
| Other Compensation Elements | | 39 |
| Employment Agreements | | 41 |
| Our Practices, Policies and Guidelines for Executive Compensation | | 43 |
| COMPENSATION COMMITTEE REPORT | | 47 |
| COMPENSATION TABLES | | 48 |
|---|---|---|
| CEO PAY RATIO | | 61 |
| PAY VERSUS PERFORMANCE | | 61 |
| REPORT OF THE AUDIT COMMITTEE OF L3HARRIS | | 65 |
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 66 |
| Fees Paid to Independent Registered Public Accounting Firm | | 67 |
| Pre-Approval of Audit and Non-Audit Services | | 67 |
| PROPOSAL 4: SHAREHOLDER PROPOSAL | | 68 |
| SHARE OWNERSHIP | | 72 |
| Shares Owned by Directors, Nominees and Executive Officers | | 72 |
| Principal Shareholders | | 73 |
| SHAREHOLDER NOMINATIONS AND PROPOSALS | | 74 |
| INFORMATION ABOUT THE ANNUAL MEETING | | 75 |
| APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | | A-1 |
The Board of Directors of L3Harris Technologies, Inc. (“L3Harris” or “Company”) is soliciting proxies to be voted at our 2026 Annual Meeting of Shareholders on May 11, 2026 (the “2026 Annual Meeting”), 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 April 1, 2026.
L3HARRIS 2026 PROXY STATEMENT iii
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