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): May 7, 2018
L3 TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-37975 | | 13-3937436 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 600 Third Avenue, New York, New York | | 10016 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 697-1111
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2018, L3 Technologies, Inc. (the “Company”) held its 2018 Annual Meeting as described in the definitive proxy statement for the Annual Meeting filed on March 26, 2018. A quorum was present at the meeting as required by the Company’s Amended and Restated Bylaws. The chart below sets forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders:
Proposal 1 – Election of Directors
The following nine directors were elected to the Board of Directors of the Company to serve as directors until the 2019 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.
| | | Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| Claude R. Canizares | | | 61,565,338 | | | | 2,082,863 | | | | 599,550 | | | | 6,420,386 | |
| Thomas A. Corcoran | | | 61,417,955 | | | | 2,309,535 | | | | 520,261 | | | | 6,420,386 | |
| Ann E. Dunwoody | | | 62,531,309 | | | | 1,203,683 | | | | 512,759 | | | | 6,420,386 | |
| Lewis Kramer | | | 62,529,540 | | | | 1,084,075 | | | | 634,136 | | | | 6,420,386 | |
| Christopher E. Kubasik | | | 61,241,859 | | | | 2,089,195 | | | | 916,697 | | | | 6,420,386 | |
| Robert B. Millard | | | 61,382,302 | | | | 2,241,699 | | | | 623,750 | | | | 6,420,386 | |
| Lloyd W. Newton | | | 62,621,920 | | | | 1,076,990 | | | | 548,841 | | | | 6,420,386 | |
| Vincent Pagano, Jr. | | | 61,504,915 | | | | 2,177,753 | | | | 565,083 | | | | 6,420,386 | |
| H. Hugh Shelton | | | 62,246,414 | | | | 1,408,487 | | | | 592,850 | | | | 6,420,386 | |
Proposal 2 – Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified.
Votes For | | | Votes Against | | | Votes Abstained | |
| | 68,561,023 | | | | 1,727,581 | | | | 379,533 | |
Proposal 3 – Approve, in a non-binding, advisory vote, the compensation paid to our named executive officers
The shareholders approved in a non-binding, advisory vote, the compensation paid to our named executive officers.
Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| | 59,495,558 | | | | 4,036,999 | | | | 715,194 | | | | 6,420,386 | |
Proposal 4 – Approve a shareholder proposal to allow shareholders to take action by written consent
The shareholders approved the shareholder proposal to allow shareholders to take action by written consent.
Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| | 55,268,791 | | | | 8,693,923 | | | | 285,037 | | | | 6,420,386 | |
The Company’s March 26, 2018 proxy statement also included a shareholder proposal to adopt greenhouse gas emissions reduction targets. This proposal, however, was not presented at the 2018 Annual Meeting by a representative of the proponent and, therefore, was not acted upon.
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.
| | L3 TECHNOLOGIES, INC. |
| | | |
| | By: | /s/ Allen E. Danzig |
| | Name: | Allen E. Danzig |
| | Title: | Vice President, Assistant General Counsel and Assistant Secretary |
| | | |
| Dated: May 8, 2018 | | |
