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Motorola Solutions, Inc.

For the period ended May 18, 2026. Filed Apr 2, 2026.

View on SEC.gov

About this filing

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

MSI$514.51-0.5%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT SUMMARY

This proxy statement (the “Proxy Statement”) is being furnished to holders of common stock, $0.01 par value per share (the “Common Stock”) of Motorola Solutions, Inc. (“we,” “our,” “Motorola Solutions,” “MSI” or the “Company”). Proxies are being solicited on behalf of the Board of Directors of the Company (the “Board”) to be used at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually atwww.virtualshareholdermeeting.com/MSI2026 on Monday, May 18, 2026 at 10:00 a.m. Central Time, for the purposes set forth in the Notice of 2026 Virtual Annual Meeting of Shareholders. This Proxy Statement is dated April 2, 2026 and is being distributed to shareholders on or about April 2, 2026.

WHAT IS MOTOROLA SOLUTIONS?

Motorola Solutions’ business is safety and security. Every day our approximately 23,000 employees work to deliver on our commitment of helping to create safer communities, safer schools, safer hospitals, safer businesses, and ultimately, safer nations. We are a global leader in mission-critical safety and security technologies for public safety, government, including defense, and enterprise customers, grounded in nearly 100 years of close customer and community collaboration. Headquartered in Chicago, we design and advance technology for more than 100,000 customers in over 100 countries. We are driven by our goal to make everywhere safer for all.

PERFORMANCE AND ACCOMPLISHMENTS

TOTAL SHAREHOLDER RETURN (in percent)

PERFORMANCE HIGHLIGHTS SINCE 2011

1,220% TOTAL SHAREHOLDER RETURN*51% REDUCTION IN SHARE COUNT$23.0 BILLION IN CAPITAL RETURN
*Based on the split adjusted closing price of MSI common stock on December 31, 2010 and the closing price of MSI common stock on December 31, 2025, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends.
Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement1
2025 HIGHLIGHTS
 Grew sales 8% to record $11.7 billion  Achieved record sales in both segments and all three technologies  Increased operating earnings by 11% and diluted earnings per share by 38%  Ended year with record backlog of $15.7 billion  Increased quarterly dividend 11% to $1.21 per share  Generated $2.8 billion of operating cash flow  Launched our body-worn assistant, SVX, that converges secure voice, video and artificial intelligence (“AI”), and Assist, our mission-critical AI Capital allocation of cash included $4.9 billion for acquisitions, $1.2 billion of share repurchases and $728 million of dividends  Closed our largest acquisition, Silvus Technologies Holdings Inc. (“Silvus”), a leader in software-defined high-speed mobile ad-hoc network (MANET) technology that enables highly secure data, video and voice communications without the need for fixed infrastructure  Closed three other acquisitions in our Command Center and Video Security and Access Control technologies  Issued $2 billion of long-term senior notes and entered into $1.5 billion of term loans to fund the acquisition of Silvus, and repaid $322 million of debentures due in 2025 Ended 2025 with approximately 6,630 granted patents and approximately 690 patent applications pending  Employees volunteered over 125,000 hours and donated more than $1.5 million to nearly 5,000 causes around the world  Voted #1 Best Workplaces for Innovators 2025 by Fast Company  Named to TIME: World’s Best Companies of 2025  Named to Forbes: Most Trusted Companies in America 2025  Named to Newsweek: America’s Most Responsible Companies 2025

2026 ANNUAL MEETING OF SHAREHOLDERS

Date and Time: Monday, May 18, 2026, 10:00 a.m. Central Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2026
Record Date: March 19, 2026
 Voting:Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
Online meeting only: No physical location
Items To Be Voted OnOur Board’s Recommendation
Election of Eight Director Nominees Named in this Proxy Statement for a One-Year Term (page 9)FOR
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026 (page 32)FOR
Advisory Approval of the Company’s Executive Compensation (page 33)FOR
2Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement
DIRECTOR NOMINEE HIGHLIGHTS (page 9)Board Committees (as of April 2, 2026)*
Name · Director Since · Indep. · Other Public Co. Boards · Position · Audit · Comp. · Gov. & Nom. · Exec.
Gregory Q. Brown20070Chairman and CEO, Motorola Solutions, Inc.
Nicole Anasenes20241Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc.
Kenneth D. Denman20171Managing Director, Sway Ventures
Dr. Ayanna M. Howard20221Dean of the College of Engineering at The Ohio State University
Mark E. Lashier20251Chairman and Chief Executive Officer, Phillips 66
Peter A. Leav20260Senior Advisor, TPG Inc.
Elizabeth D. Mann20240Executive Vice President and Chief Financial Officer, Verisk Analytics, Inc.
Joseph M. Tucci20171Chairman of Bridge Growth Partners

= Chair of Committee

*Mr. Mondre, who has been a valuable member of the Board during his tenure, has not been nominated for re-election at the Annual Meeting, and his term on the Board will expire at the conclusion of the Annual Meeting. As such, Mr. Mondre is not included in the director tables in the “Proxy Statement Summary” section of this Proxy Statement.

DIRECTOR NOMINEE STATISTICS

Independence 88%Average Tenure 5 YearsAverage Age 61 Years
Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement3

SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

Skills & Experience SummaryBrownAnasenesDenmanHowardLashierLeavMannTucci
Relevant industry experience✓✓✓✓✓✓
Public company CEO, division CEO or CFO✓✓✓✓✓✓✓
Financial and accounting expertise✓✓✓✓✓✓✓✓
Technology experience✓✓✓✓✓✓✓✓
Cybersecurity and privacy experience✓✓✓✓✓
Software and services business experience✓✓✓✓✓✓✓
Global business experience✓✓✓✓✓✓✓
Government, public policy or regulatory experience✓✓✓✓✓
Private equity, investment banking or capital allocation experience✓✓✓✓✓✓✓✓
Public company board experience✓✓✓✓✓✓✓
Human capital management experience✓✓✓✓✓✓✓✓

Skills and Experience Detail:

Relevant industry experience– Directors who possess an understanding of financial, operational and strategic issues facing public safety agencies, defense organizations and enterprises bring valuable insight to our business.

Public company CEO, division CEO or CFO– Directors who have served in relevant public company senior leadership positions bring unique experience and perspective to our business.

Financial and accounting expertise– Directors with a deep understanding of financial markets, accounting principles and methodologies and financial reporting processes are well-suited to oversee our financial position, results of operations and related financial reporting.

Technology experience– Directors with experience in innovation and technology, including engineering and AI across video and software platforms, are strategically equipped to help our business in “Solving for safer” to help protect people, property and places.

Cybersecurity and privacy experience– Directors with experience in cybersecurity and data privacy risk bring valued perspective to our delivery of mission-critical systems that help our public safety, defense, critical infrastructure and enterprise customers detect and protect against these threats.

Software and services business experience – Directors with experience in software and services are uniquely positioned to manage our business’s growing focus on software and recurring services.

Global business experience– Directors with experience overseeingnon-U.S. operations, global business cultures and multicultural customer preferences assist in managing our global operations and supply chain, supporting customers in over 100 countries around the world.

Government, public policy or regulatory experience– Directors with U.S. and multi-national government affairs, policy or regulatory experience are uniquely qualified to provide guidance to our business, which primarily serves governmental entities.

Private equity, investment banking or capital allocation experience– Directors with private equity, investment banking or capital allocation experience are particularly skilled to help address our business’s complex financial transactions.

Public company board experience– Directors who currently serve, or have served, on other public company boards, maintain a thorough understanding of corporate governance practices and policies and assist in maintaining relationships between the corporate board and senior management.

Human capital management experience– Directors with experience managing people and teams, including with respect to recruitment, retention, development and compensation, provide strategic value in overseeing our human capital management efforts, as we operate in a competitive talent market, particularly with respect to software and cloud computing infrastructure engineers, as well as employees in data science and AI.

4Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement

GOVERNANCE HIGHLIGHTS (page 14)

7 of our 8 director nominees are independent, including all committee members
All members of our Audit Committee qualify as “audit committee financial experts”
Lead Independent Director
Regular executive session meetings of independent directors
Annual election of directors
Annual director self-assessment process
No supermajority voting provisions in our organizational documents
No “poison pill”
Robust oversight of risk
Director Independence Guidelines
Majority voting standard in uncontested director elections
20% threshold for shareholder right to call special meeting
Shareholder right to act by written consent
Succession planning
Proactive shareholder engagement

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 34)

Pay-for-performance and at-risk compensation
A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy. For 2025, performance-based compensation comprised approximately 96% of the targeted annual compensation for our CEO and, on average, approximately 86% of the targeted annual compensation for our other NEOs.
Compensation aligned with shareholder interests
Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term shareholder value.
Emphasis on future pay opportunity vs. current pay
Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term shareholder interests. For 2025, long-term equity compensation comprised approximately 86% of the targeted annual compensation for our CEO and, on average, approximately 70% of the targeted annual compensation for the other NEOs.
Retention of independent compensation consultant
Annual “say on pay” vote
No tax gross-up provisions
A recoupment “clawback” policy for compensation paid to certain officers
Robust stock ownership guidelines for directors and officers
An Insider Trading Prohibitions Policy that prohibits, among other things, our directors and officers from engaging in any pledging, short sales, hedging or other derivative transactions involving our securities
“Double trigger” severance benefits in the event of a change in control
No repricing of options without shareholder approval
No excessive perquisites
Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.