Motorola Solutions Inc
For the period ended May 14, 2024. Filed Mar 28, 2024.
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May 14, 2024 · Filed Mar 28, 2024
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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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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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Motorola Solutions, 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 all boxes that apply):
| ☒ | 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 14a-6(i)(1) and 0-11 |
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Dear Fellow Motorola Solutions Shareholder:
At Motorola Solutions, we are driven by our conviction that everyone should not only feel safe but be safe, in their community, school and workplace. In 2023 we launched our new brand narrative, “Solving for safer,” highlighting our sharpened focus on safety and security and commitment to solving for safer communities, safer schools and safer businesses. Envision a schoolteacher during an emergency pressing a button on their phone to automatically notify law enforcement, activate a lockdown, send mass notifications and share live video feeds with first responders. The powerful collaboration of connecting those in need with those who can help is what “Solving for safer” is all about.
Our technology investments bridge our rich history of breakthrough innovations with our expectations for an even more successful future, and reinforce our belief that people and technology are stronger when they work together. For nearly a century, our company has advanced the technologies needed to help pave the way for a safer future, and today, as we continue to see threats around the world increasing in number, scale and complexity, our work is more critical than ever.
2023 was a defining year for Motorola Solutions as we entered into a new and exciting chapter of our growth, reaching new heights and achieving significant milestones. I’m incredibly proud of all that our team accomplished, including:
| • | Continuing to prioritize the safety and welfare of our people and those we serve. |
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| • | Investing $858 million in research and development, delivering next-generation technologies and expanding our offerings in high-value areas with our portfolio of intellectual property, which stands at approximately 6,560 granted patents with approximately 775 patents pending. |
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| • | Advancing specialized artificial intelligence capabilities that heighten decision-making and help increase the focus, accuracy and speed of emergency response, while working alongside communities, policymakers and public safety organizations to help ensure the responsible use of these technologies. |
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| • | Implementing enhanced data collection and reporting tools to further identify opportunities to reduce greenhouse gas emissions and establishing a “Green Team” to promote volunteerism and education to be a more sustainable organization. |
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| • | Giving back to communities with employees volunteering nearly 100,000 hours in 2023, an increase of 30% from last year and a company record, in addition to the majority of the Motorola Solutions Foundation’s $10.3 million in strategic grants directly benefiting underserved and underrepresented communities, as well as first responders, students and teachers. |
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| • | Growing a more diverse recruitment pipeline through partnerships with diverse organizations and offering initiatives that enable employees to reflect, recognize and reward inclusive behaviors. |
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| • | Maintaining our disciplined and strategic approach to capital allocation, with a focus on investing for the long term and delivering superior value to shareholders, including $804 million in share repurchases and $589 million in dividends. |
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Underscoring the importance of global safety and security, we continue to see robust demand for our products and services, allowing us to not only meet, but exceed our expectations for success. We achieved record sales, operating cash flow and earnings per share in 2023, and our continued focus on public safety and enterprise security has led to a sizable increase in our total addressable market, which is currently $66 billion.
Our global workforce of approximately 21,000 strong is driven by their passion for being a positive force for change. United in our pursuit to help keep people, property and places safer, and grounded in our people-first culture and commitment to operate responsibly, we’re well-positioned to continue growing and delivering strong returns for our shareholders.
Gregory Q. Brown
Chairman and CEO
PRINCIPAL EXECUTIVE OFFICES: 500 West Monroe Street Chicago, Illinois 60661
March 28, 2024
NOTICE OF 2024 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
Annual Meeting Date: Tuesday, May 14, 2024
Time: 9:30 a.m. Central Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2024
This year’s virtual annual meeting (the “Annual Meeting”) will be held entirely online via live audio webcast. The Annual Meeting will begin promptly at 9:30 a.m. Central Time. For more information regarding how to attend the Annual Meeting online, please see the section titled “User’s Guide” on page 87 of this Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has internet connectivity. There will be no physical location for shareholders to attend. Shareholders may only attend, vote, and submit questions during the Annual Meeting by logging in atwww.virtualshareholdermeeting.com/MSI2024 and entering the 16-digit control number included in their Notice of Internet Availability of Proxy Materials (the “Notice”), voting instruction form, or proxy card.
The purpose of the meeting is to:
| 1. | elect the eight director nominees named in this Proxy Statement for a one-year term; |
| 2. | ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024; |
| 3. | hold a shareholder advisory vote to approve the Company’s executive compensation; |
| 4. | approve an amendment to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain officers; and |
| 5. | act upon such other matters as may properly come before the Annual Meeting. |
Only Motorola Solutions shareholders of record at the close of business on March 15, 2024 (the “record date”) will be entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof. The Notice, which contains instructions regarding how to access this Proxy Statement, the proxy card and the Company’s 2023 Annual Report, is first being mailed to shareholders on or about March 28, 2024. In addition, this Proxy Statement, the proxy card and the Company’s 2023 Annual Report will be available on or about March 28, 2024 atwww.ProxyVote.com.
If you are a “street name” shareholder (meaning that your shares are registered in the name of your broker, bank or other nominee), you will receive instructions from such bank, broker or other nominee describing how to vote your shares.
By order of the Board of Directors,
Kristin L. Kruska
Secretary
| REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | |||
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| ONLINE BEFORE THE MEETING | BY MAIL | ||
| visit www.proxyvote.com | If you received a printed copy of the proxy card, mark, sign, date and return the proxy card using the postage-paid envelope provided. | ||
| BY TELEPHONE | ONLINE AT THE VIRTUAL ANNUAL MEETING | ||
| Use the toll-free telephone number listed on your proxy card. | Attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/MSI2024 | ||
THIS MEETING WILL TAKE PLACE ONLINE ONLY. THERE IS NO PHYSICAL LOCATION. In order to attend the meeting as a shareholder, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form.
PROXY STATEMENT
| PROXY STATEMENT SUMMARY | 1 |
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| MOTOROLA SOLUTIONS’ ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) PROGRAM | 7 |
| OUR BOARD | 12 |
| PROPOSAL NO. 1 — ELECTION OF EIGHT DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT FOR A ONE-YEAR TERM | 12 |
| OUR BOARD – WHO WE ARE | 12 |
| OUR BOARD’S QUALIFICATIONS | 17 |
| HOW OUR BOARD IS SELECTED AND ASSESSED | 17 |
| HOW OUR BOARD GOVERNS THE COMPANY | 20 |
| OUR BOARD’S LEADERSHIP STRUCTURE | 23 |
| COMMITTEES OF THE BOARD | 24 |
| INDEPENDENCE | 26 |
| RELATED PERSON TRANSACTION POLICY AND PROCEDURES | 26 |
| HOW YOU CAN COMMUNICATE WITH OUR BOARD | 27 |
| HOW WE DETERMINE DIRECTOR COMPENSATION | 27 |
| HOW OUR DIRECTORS ARE COMPENSATED | 27 |
| WHO WE ARE | 30 |
| OUR LEADERSHIP TEAM | 31 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 34 |
| OUR PAY | 35 |
| PROPOSAL NO. 3 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION | 35 |
| COMPENSATION DISCUSSION AND ANALYSIS | 36 |
| SAY ON PAY VOTE RESULTS AND SHAREHOLDER ENGAGEMENT | 37 |
| EXECUTIVE SUMMARY | 38 |
| PROCESS FOR DETERMINING EXECUTIVE COMPENSATION | 48 |
| 2023 ANNUAL COMPENSATION ELEMENTS | 51 |
| COMPARATIVE MARKET DATA | 54 |
| EQUITY USAGE UNDER OUR COMPENSATION PROGRAMS | 55 |
| OTHER COMPENSATION POLICIES AND PRACTICES | 56 |
| COMPENSATION AND LEADERSHIP COMMITTEE REPORT | 59 |
| COMPENSATION AND LEADERSHIP COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 59 |
| NAMED EXECUTIVE OFFICER COMPENSATION | 60 |
| 2023 SUMMARY COMPENSATION TABLE | 60 |
| GRANTS OF PLAN-BASED AWARDS IN 2023 | 63 |
| OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END | 64 |
| OPTION EXERCISES AND STOCK VESTED IN 2023 | 65 |
| NONQUALIFIED DEFERRED COMPENSATION IN 2023 | 66 |
| RETIREMENT PLANS | 66 |
| PENSION BENEFITS IN 2023 | 67 |
| EMPLOYMENT CONTRACTS | 67 |
| TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS | 68 |
| CEO PAY RATIO | 75 |
| PAY VS. PERFORMANCE | 76 |
| EQUITY COMPENSATION PLAN INFORMATION | 79 |
| PROPOSAL NO. 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS | 80 |
| AUDIT COMMITTEE MATTERS | 82 |
| REPORT OF AUDIT COMMITTEE | 82 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES | 84 |
| AUDIT COMMITTEE PRE-APPROVAL POLICIES | 84 |
| OUR SHAREHOLDERS | 85 |
| SECURITY OWNERSHIP INFORMATION | 85 |
| USER’S GUIDE | 87 |
| VIRTUAL ANNUAL MEETING PHILOSOPHY | 87 |
| INSTRUCTIONS FOR VIRTUAL ANNUAL MEETING | 87 |
| VOTING MATTERS | 88 |
| IMPORTANT DATES FOR THE 2025 ANNUAL MEETING | 91 |
| OTHER MATTERS | 93 |
| APPENDIX A — AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.