Motorola Solutions, Inc.
For the period ended May 15, 2025. Filed Mar 27, 2025.
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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 15, 2025 · Filed Mar 27, 2025
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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 believe that safety and security are at the center of thriving communities and businesses. We proudly serve public safety agencies and enterprises with technologies that connect those in need with those who can help. From classrooms to hospitals and stadiums, and in our offices and our communities, we’re reinforcing the safety of millions of people around the world every day.
But as threats continually evolve, we know that our customers and communities depend on us. We’re resolute in our pursuit of this important mission and unwavering in our commitment to delivering the powerful safety and security technologies of today while also building the technologies of tomorrow. 2024 reflects another year of our deeply-rooted culture of innovation, driving and inspiring our centered focus on “Solving for safer.”
What we do is incredibly rewarding work, and I’m proud of our team’s many achievements in 2024, including:
| • | Continuing to prioritize the safety and welfare of our people and the communities we serve. |
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| • | Enhancing our Board of Directors with the appointments of two experienced technology executives, Nicole Anasenes and Elizabeth Mann, collectively adding expertise in finance, operations, strategy, data analytics and risk management. |
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| • | Completing several key acquisitions, including Silent Sentinel, Noggin and 3tc Software, to further expand our portfolio of solutions that enable our customers to create a perimeter of safety and security. |
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| • | Responsibly deploying AI across our portfolio to serve our customers and communities, prioritizing human decision-making while focusing human attention by automating the mundane, accelerating workflows, and improving efficiencies, analysis and accuracy. |
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| • | Being named in Forbes’ inaugural list of Most Trusted Companies in America, which considers employee, customer and investor trust and media sentiment. |
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| • | Giving back to our communities with more than 105,000 hours of employee volunteer time, a new record, and $10.3 million in strategic grants by the Motorola Solutions Foundation directly benefiting communities, first responders, students and teachers. |
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| • | Maintaining our disciplined approach to capital allocation to deliver long-term value to shareholders, including investing $917 million in research and development, $654 million in dividends, $593 million to settle the conversion premium for the Silver Lake senior convertible notes, and $244 million in share repurchases while increasing our dividend by 11%. |
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I know that our outstanding performance can only be made possible by our exceptional workforce of over 21,000 Motorolans across the globe. In 2024, we achieved revenue growth of 8%, generated $2.4 billion of operating cash flow and ended the year with record backlog of $14.7 billion. Demand for our solutions remains strong, with safety and security continuing to rise in criticality and importance, which consistently reminds us that what we do is a need-to-have, not a nice-to-have. Together with our strong balance sheet, low leverage and strong cash flows, I believe we are well-positioned to continue delivering superior returns for shareholders.
At Motorola Solutions, we are united in helping to create safer communities, safer schools and safer businesses, and we will continue our unwavering efforts to drive this mission forward.
Thank you for your continued investment and support.
Gregory Q. Brown
Chairman and CEO
PRINCIPAL EXECUTIVE OFFICES: 500 West Monroe Street Chicago, Illinois 60661
March 27, 2025
NOTICE OF 2025 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
Annual Meeting Date: Thursday, May 15, 2025
Time: 10:00 a.m. Central Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2025
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 10:00 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 86 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/MSI2025 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 seven 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 2025; |
| 3. | hold a shareholder advisory vote to approve the Company’s executive compensation; and |
| 4. | 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 17, 2025 (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 2024 Annual Report, is first being mailed to shareholders on or about March 27, 2025. In addition, this Proxy Statement, the proxy card and the Company’s 2024 Annual Report will be available on or about March 27, 2025 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/MSI2025 | ||
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.