Item 2.02 Results of Operations and Financial Condition
The information in this Form 8-K that is furnished under "Item 2.02. Results of
Operations and Financial Condition" and Exhibit 99.1 attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as
amended, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
On June 30, 2020, Motorola Solutions, Inc. (the "Company") issued a press
release announcing, among other things, that it was reaffirming its guidance for
the quarter ended June 27, 2020, which was included in the Company's first
quarter 2020 earnings release furnished on Form 8-K on May 7, 2020. A copy of
this press release is attached hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2020, the Company announced that Gino A. Bonanotte, Executive Vice
President and Chief Financial Officer, has decided to step down from his
position as Chief Financial Officer, effective immediately, and will retire from
the Company effective December 31, 2020. Mr. Bonanotte will remain employed by
the Company as Executive Vice President from July 1, 2020 until his retirement
on December 31, 2020 to ensure a smooth transition. There were no changes made
to Mr. Bonanotte's compensation as a result of his change in role and
retirement.
Mr. Bonanotte's decision to retire was made for personal reasons. There are no
disagreements between the Company and Mr. Bonanotte on any matter relating to
the Company's accounting principles or practices, financial statement
disclosures, ethics policy or otherwise.
In addition, as a result of the Company's talent management and succession
planning process, the Company is pleased to announce that on June 30, 2020, the
Board of Directors of the Company appointed Jason J. Winkler, 46, the Company's
Senior Vice President, Finance, Products and Sales and Avigilon to succeed
Mr. Bonanotte as Executive Vice President and Chief Financial Officer, effective
July 1, 2020. A copy of the press release announcing the executive change is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Winkler joined the Company in 2001 and has held a number of global financial
leadership positions, including: Senior Vice President, Finance, Products and
Sales and Avigilon from September 2018 to June 2020; Corporate Vice President,
Finance, Global Sales & Services from February 2016 to September 2018; and Vice
President and Director, North America, Finance from January 2014 to February
2016.
There are no family relationships between Mr. Winkler and any director or
executive officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
In connection with Mr. Winkler's appointment as Executive Vice President and
Chief Financial Officer on July 1, 2020, the Compensation and Leadership
Committee (the "Committee") of the Board of Directors of the Company approved
the following compensatory arrangements covering Mr. Winkler:
1. Mr. Winkler's annualized base salary was increased to $550,000;
2. The establishment of Mr. Winkler's target award under the Company's
cash-based pay-for-performance short term incentive plan (the "short term
incentive plan") with a target payout at 95% beginning on July 1, 2020 of his
Eligible Earnings (as defined under the short term incentive plan);
3. That Mr. Winkler's target award for the portion of the performance period for
the (i) 2018-2020 cycle under the Long Range Incentive Plan ("LRIP") beginning
on July 1, 2020 and ending December 31, 2020, be increased to 95% of his base
pay rate on January 1, 2018, (ii) 2019-2021 cycle under the LRIP beginning on
July 1, 2020 and ending December 31, 2021, be increased to 95% of his base pay
rate on January 1, 2019, and (iii) 2020-2022 cycle under the LRIP beginning on
July 1, 2020 and ending December 31, 2022, be increased to 95% of his base pay
rate on January 1, 2020.
4. A grant of $250,000 in value of restricted stock units (the "RSUs") under the
Company's Omnibus Incentive Plan of 2015 (the "Omnibus Plan"), on July 1, 2020,
calculated based on the closing price for a share of the Company's common stock
on July 1, 2020, which RSUs will vest in three equal annual installments on July
1, 2021, July 1, 2022 and July 1, 2023, subject to his continued employment;
5. A grant of $250,000 in grant date value of non-qualified stock options (the
"Options") under the Omnibus Plan to acquire of shares of the Company's common
stock on July 1, 2020. The exercise price for the Options will be the closing
price for a share of the Company's common stock on July 1, 2020. The expiration
date of the Options, subject to certain conditions, is July 1, 2030. The Options
will vest in three equal annual installments on July 1, 2021, July 1, 2022 and
July 1, 2023, subject to his continued employment; and
6. Mr. Winkler will be eligible to participate in all of the Company's
compensatory and benefit plans and arrangements available to its most senior
executive officers.
In addition, in connection with Mr. Bonanotte's retirement on December 31, 2020,
the Committee approved giving Mr. Bonanotte three additional months of service
credit with the Company for the purpose of calculating the pro-rata amounts
under existing awards.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press Release by Motorola Solutions, Inc. dated June 30, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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