L3Harris Technologies, Inc.
Extract: Charter Amendment (Plain English Desc) from a 424B3 on 02/25/2019   Download
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HARRIS PROPOSAL 2: ADOPTION OF CHARTER AMENDMENT

The Harris board of directors has approved and declared advisable, pursuant to the merger agreement, the adoption of the charter amendment. The charter amendment in its entirety is attached as Annex B to this joint proxy statement/prospectus. Harris stockholders should read the charter amendment in its entirety.

The key amendments included in the charter amendment are as follows:

the name of the corporation will be changed to “L3 Harris Technologies, Inc.”;
with respect to the board of directors:
at the effective time, the board of directors of the combined company will consist of 12 directors, including (a) five Harris designees, (b) five L3 designees, (c) the Harris CEO and (d) the L3 CEO, with the Harris designees and the Harris CEO together being referred to as the former Harris directors, and the L3 designees and the L3 CEO together being referred to as the former L3 directors;
from the closing until the third anniversary of the closing, any action to change the number of directors or fill any vacancy requires approval of at least 75% of the then-serving directors;
from the closing until the third anniversary of the closing, the Harris CEO will serve as the executive chairman of the board of directors of the combined company and the L3 CEO will serve as the vice chairman of the board of directors of the combined company, with the removal of either of the foregoing individuals during such time requiring the approval of at least 75% of the then-serving independent directors; and
as of the effective time, one of the L3 designees, as designated by L3 prior to the effective time, will serve as the lead independent director of the board of directors of the combined company, with the removal of such individual prior to the third anniversary of the closing requiring the approval of at least 75% of the then-serving independent directors excluding the lead independent director;
with respect to the committees of the board of directors of the combined company:
as of the effective time, the board of directors of the combined company will consist of four standing committees: the audit committee, the compensation committee, the nominating and governance committee and the finance committee;
as of the effective time, each such committee will have an equal number of former Harris directors and former L3 directors, with at least four total members, and the members of each committee will be designated and approved by at least 75% of the then-serving directors until the third anniversary of the closing;
as of the effective time, the chairperson of each of the audit committee and the nominating and governance committee will be a former L3 director, and the chairperson of each of the finance committee and the compensation committee will be a former Harris director; and
from the closing until the third anniversary of the closing, the chairpersons of each such committee will be designated and approved by at least 75% of the then-serving directors;
with respect to certain executive officers:
as of the effective time of the merger and until the second anniversary of the closing, unless at least 75% of the then-serving independent directors adopt a resolution to the contrary, the Harris CEO will serve as the chief executive officer of the combined company;
on and after the second anniversary of the closing until his resignation, removal or other permanent cessation of service, the L3 CEO will serve as the chief executive officer of the combined company, unless prior to the third anniversary of the closing, at least 75%, and after the third anniversary of the closing, a majority, of the then-serving independent directors adopt a resolution to the contrary; and

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as of the effective time of the merger and until the second anniversary of the closing, unless at least 75% of the then-serving independent directors adopt a resolution to the contrary, the L3 CEO will serve as the president and chief operating officer of the combined company;
from the closing until the third anniversary of the closing, the Harris CEO and L3 CEO will establish and co-chair an integration steering committee composed of executives and other employees to be mutually selected by the Harris CEO and L3 CEO;
as of the effective time, the headquarters of the combined company will be located in Melbourne, Florida;
from the closing until the third anniversary of the closing, certain provisions of this charter amendment, including the provisions regarding the board of directors, the committees of the board of directors and certain executive officers may not be modified, amended or repealed without the approval of at least 75% of the then-serving directors (or, where specified above, independent directors); and
the terms of the existing provisions of the certificate of incorporation regarding the powers of the board of directors, Harris’ ability to amend its certificate of incorporation, and the composition of the board of directors will each be qualified by the conditions listed above.

In addition to the key provisions discussed above, in an attempt to streamline the L3 Harris charter, the charter amendment also removed language to reflect the single-class structure of the L3 Harris board of directors and to reflect the advance notice provision of the L3 Harris bylaws.