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): April 7, 2020 (April 2, 2020)
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (321 ) 727-9100
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Securities registered pursuant to Section 12(b) of the Act: | ||||
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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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 2, 2020, L3Harris Technologies, Inc. (the “Company”) amended and restated its By-Laws pursuant to action by the Board of Directors of the Company (the “Board”), to reflect amendments to Sections 1, 3, 4, 5, 7, 8 and 11 of Article II of the Company’s By-Laws. The amendments generally are intended to conform to changes in Delaware General Corporation Law: section 211, regarding expressly permitting the Company to hold shareholder meetings solely by means of remote communication as the Board may determine; section 219, regarding permitting the list of shareholders entitled to vote at a meeting to be available on a reasonably accessible electronic network; and section 222, regarding notice of shareholder meetings.
The foregoing summary of the amendments to the Company’s By-Laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the By‑Laws, as amended and restated effective April 2, 2020, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.03.
Item 8.01 Other Events
On April 3, 2020, the Company issued a press release announcing that it has changed the location of its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) from an in-person meeting to a virtual-only meeting via live audio webcast, in response to current public health guidance regarding the coronavirus (COVID-19) pandemic and for the safety of participants. As previously announced, the Annual Meeting will be held on Friday, April 24, 2020 at 9:30 a.m. Eastern Time (equivalent to 7:30 a.m. Mountain Time) for shareholders of record as of the close of business on February 28, 2020. A copy of the press release announcing the location change is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01. Further information regarding this change of location of the Annual Meeting can be found in the definitive additional proxy materials filed by the Company with the Securities and Exchange Commission on April 3, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number | Description |
3.1 | |
99.1 | |
104 | Cover Page Interactive Data File formatted in Inline XBRL |
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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.
L3HARRIS TECHNOLOGIES, INC. | ||||||
By: | /s/ Scott T. Mikuen | |||||
Name: | Scott T. Mikuen | |||||
Date: April 7, 2020 | Title: | Senior Vice President, General Counsel and Secretary | ||||
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