Motorola Solutions, Inc. Files Definitive Proxy Statement
Ticker: MSI · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 68505
| Field | Detail |
|---|---|
| Company | Motorola Solutions, INC. (MSI) |
| Form Type | DEF 14A |
| Filed Date | Mar 28, 2024 |
| Risk Level | |
| Pages | 14 |
| Reading Time | 17 min |
| Key Dollar Amounts | $858 million, $10.3 million, $804 million, $589 million, $66 billion |
| Sentiment | neutral |
Sentiment: neutral
Topics: Motorola Solutions, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting
TL;DR
<b>Motorola Solutions filed its definitive proxy statement detailing executive compensation and corporate governance matters.</b>
AI Summary
Motorola Solutions, Inc. (MSI) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Motorola Solutions, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024. The filing covers the period ending December 31, 2023. The company's principal executive offices are located at 500 W. Monroe St., Chicago, IL 60661. The filing includes data related to stock and option awards, pension programs, and changes in their values for PEO and Non-PEO members. The company was formerly known as Motorola Inc. and Motorola Delaware Inc.
Why It Matters
For investors and stakeholders tracking Motorola Solutions, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, stock awards, and pension plans, enabling informed voting decisions on related proposals. As a DEF 14A filing, it signifies the final version of the proxy statement, indicating that the company is proceeding with its shareholder meeting and associated proposals.
Risk Assessment
Risk Level: — Motorola Solutions, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain immediate financial or operational performance data, thus posing low risk.
Analyst Insight
Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate governance and shareholder value.
Key Numbers
- 2024-03-28 — Filing Date (Date the DEF 14A was filed)
- 2023-12-31 — Reporting Period End Date (Fiscal year end for data presented)
- 1934 — SEC Act (Securities Exchange Act of 1934)
Key Players & Entities
- Motorola Solutions, Inc. (company) — Registrant
- Motorola Inc. (company) — Former company name
- Motorola Delaware Inc. (company) — Former company name
- 500 W. Monroe St., Chicago, IL 60661 (location) — Business address
FAQ
When did Motorola Solutions, Inc. file this DEF 14A?
Motorola Solutions, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Motorola Solutions, Inc. (MSI).
Where can I read the original DEF 14A filing from Motorola Solutions, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Motorola Solutions, Inc..
What are the key takeaways from Motorola Solutions, Inc.'s DEF 14A?
Motorola Solutions, Inc. filed this DEF 14A on March 28, 2024. Key takeaways: Motorola Solutions, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024.. The filing covers the period ending December 31, 2023.. The company's principal executive offices are located at 500 W. Monroe St., Chicago, IL 60661..
Is Motorola Solutions, Inc. a risky investment based on this filing?
Based on this DEF 14A, Motorola Solutions, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain immediate financial or operational performance data, thus posing low risk.
What should investors do after reading Motorola Solutions, Inc.'s DEF 14A?
Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.
How does Motorola Solutions, Inc. compare to its industry peers?
Motorola Solutions operates in the radio and TV broadcasting and communications equipment industry.
Are there regulatory concerns for Motorola Solutions, Inc.?
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
Industry Context
Motorola Solutions operates in the radio and TV broadcasting and communications equipment industry.
Regulatory Implications
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
What Investors Should Do
- Analyze executive compensation packages and stock award details.
- Review any shareholder proposals and management's recommendations.
- Note the company's former names and history of corporate changes.
Key Dates
- 2024-03-28: Filing of Definitive Proxy Statement (DEF 14A) — Indicates the final proxy materials are being distributed to shareholders for an upcoming meeting.
Year-Over-Year Comparison
This is a DEF 14A filing, which is a definitive proxy statement, indicating it's the final version for shareholder distribution and voting.
Filing Stats: 4,328 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2024-03-28 07:47:21
Key Financial Figures
- $858 million — people and those we serve. Investing $858 million in research and development, delivering
- $10.3 million — of the Motorola Solutions Foundation's $10.3 million in strategic grants directly benefiting
- $804 million — perior value to shareholders, including $804 million in share repurchases and $589 million i
- $589 million — g $804 million in share repurchases and $589 million in dividends. Underscoring the import
- $66 billion — addressable market, which is currently $66 billion. Our global workforce of approximately
- $0.01 — g furnished to holders of common stock, $0.01 par value per share (the "Common Stock"
- $20.1 BILLION — URN* 52% REDUCTION IN SHARE COUNT $20.1 BILLION IN CAPITAL RETURN * Based on the
- $100 — the growth of an initial investment of $100 on December 31, 2010, including payment
- $10 billion — 3 HIGHLIGHTS Grew sales 10% to record $10 billion Achieved record sales in both segments
- $0.98 — 5% Increased quarterly dividend 11% to $0.98 per share Generated $2 billion of oper
- $2 billion — idend 11% to $0.98 per share Generated $2 billion of operating cash flow Capital allocat
- $170 million — urchases, $589 million of dividends and $170 million for an acquisition Acquired IPVideo, c
- $400 million — ained steadfast. We conducted more than $400 million in business with small and diverse busi
Filing Documents
- d517482ddef14a.htm (DEF 14A) — 2613KB
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SECURITY OWNERSHIP INFORMATION
SECURITY OWNERSHIP INFORMATION 85 USER'S GUIDE 87 VIRTUAL ANNUAL MEETING PHILOSOPHY 87 INSTRUCTIONS FOR VIRTUAL ANNUAL MEETING 87 VOTING MATTERS 88 IMPORTANT DATES FOR THE 2025 ANNUAL MEETING 91 OTHER MATTERS 93 APPENDIX A — AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS A-1 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 2024 Annual Meeting of Shareholders (the "Annual Meeting") to be held virtually at www.virtualshareholdermeeting.com/MSI2024 on Tuesday, May 14, 2024 at 9:30 a.m. Central Time, for the purposes set forth in the Notice of 2024 Virtual Annual Meeting of Shareholders. This Proxy Statement is dated March 28, 2024 and is being distributed to shareholders on or about March 28, 2024. WHAT IS MOTOROLA SOLUTIONS? Motorola Solutions is solving for safer. Every day our approximately 21,000 employees come to work solving for safer communities, safer schools, safer hospitals, safer businesses, safer everywhere. We are a global leader in public safety and enterprise security, grounded in nearly 100 years of close customer and community collaboration. Headquartered in Chicago, we design and advance technology for more than 100,000 public safety and enterprise customers in over 100 countries. We are driven by our commitment to help make everywhere safer for all. PERFORMANCE AND ACCOMPLISHMENTS TOTAL SHAREHOLDER RETURN (in percent) PERFORMANCE HIGHLIGHTS SINCE 2011 956% TOTAL SHAREHOLDER RETURN* 52% REDUCTION IN SHARE COUNT $20.1 BILLION IN CAPITAL RETURN * Based on the split adjusted closing price of MSI common stock on Dece
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36) 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 2023, performance-based compensation comprised approximately 94% of the targeted annual compensation for our CEO and, on average, approximately 85% 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 2023, long-term equity compensation comprised approximately 82% of the targeted annual compensation for our CEO and, on average, approximately 67% of the targeted annual compensation for the other NEOs. Retention of independent compensation consultant Annual "say on pay" vote No excise tax gross-up provisions A recoupment "clawback" policy for compensation paid to certain officers, which we amended and restated in 2023 to comply with the new Securities and Exchange Commission ("SEC") and New York Stock Exchange ("NYSE") requirements Robust stock ownership guidelines for directors and officers An anti-hedging policy "Double trigger" severance benefits in the event of a change in control No repricing of options without shareholder approval No excessive perquisites 6 Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement MOTOROLA SOLUTIONS' ENVIRONMENTAL, SOCIAL AND GOV