Motorola Solutions, Inc.
For the period ended May 18, 2026. Filed Apr 2, 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 18, 2026 · Filed Apr 2, 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
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, our purpose is safety and security. We are defined by a mission: to provide our customers across public safety, defense and enterprise with technology leadership that enables people, property and places to be safer. The need for resilient, real-time intelligence has never been greater, and Motorola Solutions is committed to building, connecting and supporting the technologies that help address the world’s rapidly evolving and increasingly complex challenges.
We believe that architecture resiliency is the foundational difference that sets Motorola Solutions apart. Grounded in our mission-critical communications expertise, we enable the connectivity platform and services that integrate the best of land mobile radio, broadband and mobilead-hoc networks (MANET) to support our customers with scale, security and reliability.
Reflecting on 2025, I’m proud of our execution, with our leadership evident in another year of outstanding financial performance. We achieved revenue of approximately $11.7 billion, representing 8% growth, and generated $2.8 billion in operating cash flow, representing 19% growth. We also ended the year with a record backlog of $15.7 billion. These results, supported by a solid balance sheet, provide us with the flexibility to invest.
A cornerstone of our value creation is our disciplined capital allocation. In 2025, Motorola Solutions deployed over $8 billion across strategic acquisitions, research and development, capital expenditures and direct shareholder returns:
| | $4.9 billion in strategic acquisitions, including the largest in Motorola Solutions’ history with Silvus Technologies. Silvus expanded our intelligent network footprint with high-speed MANET for defense and public safety, at a time when global investments in drones and unmanned systems are rising. Our other 2025 acquisitions strengthened our capabilities in cloud-native 911 solutions, AI-powered workflow software and remote video monitoring. |
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| | $970 million in research and development and $265 million in capital expenditures to deliver next-generation technologies such as Assist, our mission-critical AI, and SVX, our body-worn assistant that converges secure voice, video and AI. We maintain rigorous oversight of our AI strategy, guiding the development of these high-stakes technologies with our highest standards to enable accuracy, accountability and transparency. |
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| | $1.9 billion in shareholder returns, including $1.2 billion in share repurchases and $728 million in dividends, while increasing our dividend by 11%. |
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We continue to invest in our global workforce of approximately 23,000 while also proactively refreshing our Board, adding five new independent directors in the last four years. We remain focused on the opportunities ahead, centered on building a safer future for the customers and communities we serve. Thank you for your continued investment and support.
Gregory Q. Brown
Chairman and CEO
PRINCIPAL EXECUTIVE OFFICES: 500 West Monroe Street Chicago, Illinois 60661
April 2, 2026
NOTICE OF 2026 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
Annual Meeting Date: Monday, May 18, 2026
Time: 10:00 a.m. Central Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2026
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 84 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/MSI2026 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. Shareholders who hold shares through the Motorola Solutions 401(k) Plan may attend and submit questions during the Annual Meeting and may only vote shares held through the Motorola Solutions 401(k) Plan in advance of the Annual Meeting as described in this Proxy Statement, but may not vote such shares virtually at the Annual Meeting.
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 2026; |
| 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 19, 2026 (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 2025 Annual Report, is first being mailed to shareholders on or about April 2, 2026. In addition, this Proxy Statement, the proxy card and the Company’s 2025 Annual Report will be available on or about April 2, 2026 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/MSI2026 | ||
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. *Shareholders who hold shares through the Motorola Solutions 401(k) Plan may attend and submit questions during the Annual Meeting and may only vote shares held through the Motorola Solutions 401(k) Plan in advance of the Annual Meeting as described in this Proxy Statement, but may not vote such shares virtually at the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.