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
Contents
EQUITY USAGE UNDER OUR COMPENSATION PROGRAMS
Over the years, we have modified our share granting practices to meet the changing needs of our business and drive our growth while continuing to monitor our stock-based compensation expense and overall shareholder dilution. The Committee has also delegated authority to the most senior human resources executive to makeoff-cycle equity grants to newly hired or promoted employees, in recognition of outstanding achievement, or for retention. These types of grants are made on the first trading day of each month.
At the 2015 annual meeting of shareholders, our shareholders approved the Motorola Solutions 2015 Omnibus Incentive Plan, which was an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2006. This reduced the total number of shares reserved and approved for issuance by approximately 7 million shares, to 12 million shares. At the 2022 annual meeting of shareholders, our shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 (the “Omnibus Plan”), effective as of May 17, 2022, which increased the total number of shares reserved and approved for issuance by 4.65 million shares. Also in 2022, the Committee agreed to extend the eligibility for our annual equity grant to lower level managers. This additional eligibility helped attract and retain top performing employees in a competitive talent market. Throughout the years, we have continued to monitor our equity-granting practices to ensure our share usage and stock-based compensation expense remain in line with competitive levels.
In 2023, we completed the acquisition of IPVideo Corporation, the creator of the HALO Smart Sensor. In an effort to preserve enterprise knowledge and align our new employees’ interests with those of our shareholders, we issued equity as part of the acquisition and made retention grants under the Omnibus Plan. The shares issued as part of the acquisition were granted outside of our standard compensation programs and do not count against our shares available for future issuance. The information below for 2021, 2022 and 2023 only includes share usage as a percentage of common stock outstanding as of December 31 for each year and aggregate value of equity granted under our compensation programs. It excludes 0.09% share usage and $33 million value of equity granted as part of acquisitions for 2021, 0.03% share usage and $13 million value of equity granted as part of acquisitions for 2022, and 0.01% share usage and $5 million value of equity granted as part of the acquisition for 2023.
| Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 55 |
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We do not structure the timing of equity awards to precede or coincide with the disclosure of materialnon-public information. The Committee approves all equity grants made to Section 16 officers, which includes our NEOs, with concurrence by the Board for grants to Mr. Brown.
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