UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 30, 2012
Motorola Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-7221 | 36-1115800 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1303 East Algonquin Road Schaumburg, Illinois |
60196 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (847) 576-5000
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on April 30, 2012, and the following matters were voted on at that meeting:
| 1. | The election of the following directors, who will serve until their respective successors are elected and qualified or until their earlier death or resignation: |
| Director |
For | Against | Abstain | Broker non-votes | ||||||||||
| Gregory Q. Brown |
219,796,313 | 6,233,791 | 2,614,143 | 25,192,054 | ||||||||||
| William J. Bratton |
205,815,932 | 20,520,368 | 2,307,947 | 25,192,054 | ||||||||||
| Kenneth C. Dahlberg |
217,422,886 | 8,908,890 | 2,312,471 | 25,192,054 | ||||||||||
| David W. Dorman |
205,657,258 | 20,670,845 | 2,316,144 | 25,192,054 | ||||||||||
| Michael V. Hayden |
224,037,602 | 2,290,637 | 2,316,008 | 25,192,054 | ||||||||||
| Judy C. Lewent |
222,565,796 | 3,771,782 | 2,306,669 | 25,192,054 | ||||||||||
| Samuel C. Scott III |
199,725,829 | 26,540,301 | 2,378,117 | 25,192,054 | ||||||||||
| John A. White |
206,165,260 | 19,417,696 | 3,061,291 | 25,192,054 | ||||||||||
| 2. | The stockholders approved, on an advisory (non-binding) basis, the Company’s executive compensation, by the votes set forth in the table below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 133,649,426 | 93,681,195 | 1,313,626 | 25,192,054 |
| 3. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2012 was ratified by the stockholders, by the votes set forth in the table below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 234,649,212 | 18,955,602 | 231,487 | n/a |
| 4. | A stockholder proposal to encourage supplier(s) to publish an annual sustainability report was defeated by the stockholders, by the votes set forth in the table below. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,795,452 | 172,108,424 | 43,740,371 | 25,192,054 |
| 5. | A stockholder proposal on executives retaining significant stock was defeated by the stockholders, by the votes set forth in the table below. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 54,802,952 | 173,354,558 | 486,737 | 25,192,054 |
SIGNATURE
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.
| MOTOROLA SOLUTIONS, INC. (Registrant) | ||||||
| Dated: | May 1, 2012 | By: | /s/ John K. Wozniak | |||
| Name: | John K. Wozniak | |||||
| Title: | Corporate Vice President and Chief Accounting Officer | |||||