HARRIS CORPORATION (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 23, 2015

HARRIS CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-3863 34-0276860
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1025 West NASA Blvd., Melbourne, Florida   32919
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (321) 727-9100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”) of Harris Corporation (“Harris” or the “Company”) held on October 23, 2015, the Company’s shareholders, on the recommendation of the Company’s Board of Directors (the “Board”), approved the Harris Corporation 2015 Equity Incentive Plan and the Harris Corporation Annual Incentive Plan (together, the “Plans”), in accordance with the voting results set forth for Proposal 3 and Proposal 4 below under Item 5.07. The Board approved each of the Plans on August 28, 2015, subject to approval by the Company’s shareholders.

Descriptions of the Plans and their principal terms and conditions and the types of awards contemplated thereunder are set forth under the headings “Proposal 3: Approval of the Harris Corporation 2015 Equity Incentive Plan” and “Proposal 4: Approval of the Harris Corporation Annual Incentive Plan” on pages 78-90 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 9, 2015 (the “2015 Proxy Statement”), which descriptions are incorporated by reference into this Item 5.02. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Plans, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 5.07      Submission of Matters to a Vote of Security Holders.

Voting Results For 2015 Annual Meeting of Shareholders

As noted above, the 2015 Annual Meeting was held on October 23, 2015. For more information about the proposals set forth below, please see the Company’s 2015 Proxy Statement. Of the 123,627,092 shares of the Company’s common stock issued, outstanding and entitled to be voted at the 2015 Annual Meeting as of the record date of August 28, 2015, a total of 105,943,271 (for a quorum of approximately 86%) was represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2015 Annual Meeting.

(1) Proposal 1 – Election of Directors: Voting to elect twelve nominees to the Company’s Board for a one-year term expiring at the 2016 Annual Meeting of Shareholders, or until their successors are elected and qualified:

                                 
    Number of Shares
Nominee   For   Against   Abstain   Broker Non-Votes
William M. Brown
    90,105,533       3,814,736       1,401,283       10,621,719  
Peter W. Chiarelli
    93,598,218       920,370       802,964       10,621,719  
Thomas A. Dattilo
    92,874,371       1,713,309       733,872       10,621,719  
Terry D. Growcock
    92,964,035       1,548,117       809,400       10,621,719  
Lewis Hay III
    93,179,831       1,398,306       743,415       10,621,719  
Vyomesh I. Joshi
    92,640,481       1,865,522       815,549       10,621,719  
Karen Katen
    91,888,750       2,710,065       722,737       10,621,719  
Leslie F. Kenne
    93,287,721       1,287,106       746,725       10,621,719  
David B. Rickard
    93,065,055       1,514,159       742,338       10,621,719  
Dr. James C. Stoffel
    92,238,093       2,321,054       762,405       10,621,719  
Gregory T. Swienton
    92,950,635       1,628,791       742,126       10,621,719  
Hansel E. Tookes II
    81,178,174       13,145,703       997,675       10,621,719  

Each nominee was elected by the Company’s shareholders, consistent with the recommendation from the Board.

(2) Proposal 2 – An Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers: Voting, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2015 Proxy Statement:

• For: 90,260,745
• Against: 3,956,742
• Abstain: 1,104,065
• Broker Non-Votes: 10,621,719

The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis, by the Company’s shareholders, consistent with the recommendation from the Board.

(3) Proposal 3 – Approval of Harris Corporation 2015 Equity Incentive Plan: Voting to approve the new Harris Corporation 2015 Equity Incentive Plan:

• For: 82,721,285
• Against: 11,578,656
• Abstain: 1,021,611
• Broker Non-Votes: 10,621,719

Proposal 3 was approved by the Company’s shareholders, consistent with the recommendation from the Board.

(4) Proposal 4 – Approval of Harris Corporation Annual Incentive Plan: Voting to approve the new Harris Corporation Annual Incentive Plan:

• For: 91,701,098
• Against: 2,728,715
• Abstain: 891,739
• Broker Non-Votes: 10,621,719

Proposal 4 was approved by the Company’s shareholders, consistent with the recommendation from the Board.

(5) Proposal 5 – Ratification of the Appointment of Independent Registered Public Accounting Firm: Voting to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 1, 2016:

• For: 104,766,069
• Against: 940,373
• Abstain: 236,829

Proposal 5 was approved by the Company’s shareholders, consistent with the recommendation from the Board.

Item 8.01      Other Events.

Changes to Annual Compensation of Non-Employee Directors

On October 23, 2015, the Board approved, on the recommendation of the Company’s Corporate Governance Committee, a $25,000 increase, from $55,000 to $80,000, effective January 1, 2016, in the value of the annual cash retainer paid to the Company’s non-employee directors. A Summary of Annual Compensation of Non-Employee Directors effective January 1, 2016 is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibits are filed herewith:

         
Exhibit    
Number   Description                                                                                                                              
  10.1    
*Harris Corporation 2015 Equity Incentive Plan.
  10.2    
*Harris Corporation Annual Incentive Plan
  10.3    
*Summary of Annual Compensation of Non-Employee Directors

 *Management contract or compensatory plan or arrangement


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    HARRIS CORPORATION
          
October 28, 2015   By:   /s/ Scott T. Mikuen
       
        Name: Scott T. Mikuen
        Title: Senior Vice President, General Counsel and Secretary


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Exhibit Index


     
Exhibit No.   Description

 
10.1
  *Harris Corporation 2015 Equity Incentive Plan
10.2
  *Harris Corporation Annual Incentive Plan
10.3
  *Summary of Annual Compensation of Non-Employee Directors