UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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L3HARRIS TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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NOTICE OF 2023 ANNUAL MEETING
OF SHAREHOLDERS

YOUR VOTE IS IMPORTANT

Even if you plan to attend the virtual Annual Meeting, we encourage you to vote your shares before the meeting to ensure they are counted.

HOW YOU CAN VOTE

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Until 11:59 PM Eastern Time on April 20, 2023. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.

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Meeting Agenda

The accompanying proxy statement more fully describes these matters.

Shareholders also will act on any other business matters that may properly come before the meeting, but we have not received notice of any such matters.

Who May Vote: If you owned shares of L3Harris common stock at the close of business on February 24, 2023, you are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

How to Attend: The Annual Meeting will be virtual-only and held exclusively online. To find instructions on how to access and log in to the virtual Annual Meeting, see “How to Attend the Virtual Annual Meeting” on page 90 in the accompanying proxy statement. The platform for the virtual Annual Meeting will afford authenticated shareholders the same rights and opportunities to participate that they would have at an in-person meeting, including submitting questions and voting their shares.

By Order of the Board of Directors,

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Friday, April 21, 2023:
The Proxy Statement and 2022 Annual Report to Shareholders are available at: www.l3harris.com/company/environmental-social-and-governance.

L3HARRIS 2023 PROXY STATEMENT   i
 

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ii   L3HARRIS 2023 PROXY STATEMENT
 

​	PROXY SUMMARY	​	​	​	​	1	​	​
​	PROPOSAL 1: ELECTION OF DIRECTORS	​	​	​	​	7	​	​
​	Criteria for Board Membership	​	​	​	​	7	​	​
​	Director Nomination Process	​	​	​	​	8	​	​
​	Board Refreshment	​	​	​	​	9	​	​
​	Nominee Information	​	​	​	​	9	​	​
​	Nominee Biographies	​	​	​	​	10	​	​
​	Voting Standard for Directors	​	​	​	​	16	​	​
​	CORPORATE GOVERNANCE	​	​	​	​	17	​	​
​	Board Leadership Structure	​	​	​	​	17	​	​
​	Our Board’s Role and Responsibilities	​	​	​	​	23	​	​
​	Board Policies and Processes	​	​	​	​	26	​	​
​	Director Compensation and Benefits	​	​	​	​	28	​	​
​	PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	31	​	​
​	PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	32	​	​
​	COMPENSATION DISCUSSION AND ANALYSIS	​	​	​	​	33	​	​
​	Executive Summary	​	​	​	​	34	​	​
​	Our Executive Compensation Philosophy and Key Practices	​	​	​	​	36	​	​
​	Elements of our Compensation Program for Fiscal 2022	​	​	​	​	38	​	​
​	Other Compensation Elements	​	​	​	​	48	​	​
​	Employment and Separation Agreements	​	​	​	​	49	​	​
​	Our Practices, Policies and Guidelines for Executive Compensation	​	​	​	​	51	​	​

​	COMPENSATION COMMITTEE REPORT	​	​	​	​	56	​	​
​	COMPENSATION TABLES	​	​	​	​	57	​	​
​	CEO Pay Ratio	​	​	​	​	74	​	​
​	Pay Versus Performance	​	​	​	​	74	​	​
​	REPORT OF THE AUDIT COMMITTEE OF L3HARRIS	​	​	​	​	79	​	​
​	PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	​	​	​	81	​	​
​	Fees Paid to Independent Registered Public Accounting Firm	​	​	​	​	82	​	​
​	Pre-Approval of Audit and Non-Audit Services	​	​	​	​	82	​	​
​	PROPOSAL 5: SHAREHOLDER PROPOSAL	​	​	​	​	83	​	​
​	BOARD OF DIRECTORS’ STATEMENT AGAINST THE SHAREHOLDER PROPOSAL	​	​	​	​	85	​	​
​	SHARE OWNERSHIP	​	​	​	​	86	​	​
​	Shares Owned by Directors, Nominees and Executive Officers	​	​	​	​	86	​	​
​	Principal Shareholders	​	​	​	​	88	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	88	​	​
​	SHAREHOLDER NOMINATIONS AND PROPOSALS	​	​	​	​	89	​	​
​	INFORMATION ABOUT THE ANNUAL MEETING	​	​	​	​	90	​	​
​	APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES	​	​	​	​	A-1	​	​

The Board of Directors of L3Harris Technologies, Inc. is soliciting proxies to be voted at our 2023 Annual Meeting of Shareholders on April 21, 2023, and at any adjournments or postponements thereof. We expect that this proxy statement and form of proxy will be mailed and made available to shareholders beginning on or about March 10, 2023.

L3HARRIS 2023 PROXY STATEMENT   iii
 

PROXY
SUMMARY

2023 Annual Meeting of Shareholders

Friday, April 21, 2023 4:00 PM Eastern Time

The Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/LHX2023.

Record Date: February 24, 2023

This summary does not contain all information shareholders should consider, and we encourage shareholders to read the entire proxy statement carefully. In this proxy statement, “Merger” refers to the all-stock merger completed on June 29, 2019 involving Harris Corporation (“Harris”) and L3 Technologies, Inc. (“L3”) pursuant to the Agreement and Plan of Merger, dated October 12, 2018, (the “Merger Agreement”) by and among Harris, L3 and Leopard Merger Sub Inc., a direct wholly owned subsidiary of Harris, with Harris changing its name to L3Harris Technologies, Inc.

COMPANY OVERVIEW

L3Harris Technologies, Inc. is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs.​

We provide advanced defense and commercial technologies across space, air, land, sea and cyber domains.​

Three well-positioned segments

L3HARRIS 2023 PROXY STATEMENT   01
 

Shareholders also will act on any other business of L3Harris Technologies, Inc. (“L3Harris” or “Company”) that may properly come before the meeting.

BOARD AND GOVERNANCE HIGHLIGHTS

Our Board of Directors (our “Board”) has long been focused on and committed to responsible and effective corporate governance to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders.

Director Nominees

The table below shows our 12 nominees for election at the 2023 Annual Meeting. Three of our current directors (Thomas A. Corcoran, Lewis Kramer and Lloyd W. Newton) are retiring and will not be standing for election.

All nominees are independent except for Mr. Kubasik. The nominees are standing for election for a one-year term expiring at the 2024 Annual Meeting of Shareholders.

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Nominee Skills and Attributes

Our Board believes that these 12 nominees are well positioned to discharge the Board’s responsibilities.

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These individuals represent a diverse mix of backgrounds, tenures, skills, experience and personal characteristics.

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They have a track record of ability, integrity and judgment.

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As a group, they possess a deep and unique understanding of our business and the challenges and opportunities faced by L3Harris.

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Tenure and Refreshment

L3HARRIS 2023 PROXY STATEMENT   03
 

Key Governance Practices

Below are some key practices and policies that demonstrate our Board’s commitment to responsible and effective corporate governance to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders:

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PERFORMANCE HIGHLIGHTS

Key Fiscal 2022
Financial Results

Revenue, adjusted earnings before interest and taxes (“EBIT”), adjusted free cash flow and non-GAAP income from continuing operations per diluted common share attributable to L3Harris common shareholders (“EPS”) results are important because they are components of performance
measures used in incentive
compensation.

* See Appendix A for reconciliations of GAAP to non-GAAP financial measures.

Strategic Achievements

L3HARRIS 2023 PROXY STATEMENT   05
 

EXECUTIVE COMPENSATION HIGHLIGHTS

Our basic executive compensation philosophy is as follows:

Target Pay Mix for Fiscal 2022

Consistent with our goals of aligning pay with performance and with the interests of our shareholders, more than 80% of fiscal 2022 total target direct compensation is at risk (either performance-based or time-based). Total target direct compensation is the sum of base salary, the target annual cash incentive award and the target value of performance share units, stock options and restricted stock units granted as part of our annual cycle of equity-based awards to executive officers.

CEO and Other Named Executive Officer (“NEO”) Fiscal 2022 Total Target Direct Compensation Mix

* The Other NEO Average includes the average of named executive officers Ms. Turner and Messrs. Stackley and Zoiss, who were our named executive officers as of December 30, 2022 that received 2022 annual cycle awards. Percentages may not total 100% due to rounding.

Overview of Compensation Decisions for Fiscal 2022*

* Includes only named executive officers who were executive officers as of December 30, 2022.

** Mr. Rambeau’s Annual Cash Incentive Payout is based on a pro-rated salary for Fiscal 2022. Mr. Rambeau joined L3Harris subsequent to the grant of Annual Cycle Awards for fiscal 2022.

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Our entire Board is elected annually by our shareholders. Our Board currently consists of 15 directors, 12 of whom are standing for election at the 2023 Annual Meeting. Each director holds office until the Annual Meeting of Shareholders for the year in which that director’s term expires, and until that director’s successor is elected and qualified, except in the case of death, resignation, retirement or removal from office. Vacancies may be filled by a majority of the remaining directors.

CRITERIA FOR BOARD MEMBERSHIP

L3HARRIS 2023 PROXY STATEMENT   07
 

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PROPOSAL 1: ELECTION OF DIRECTORS  DIRECTOR NOMINATION PROCESS

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Incumbent Nominees

Our Nominating and Governance Committee’s process for considering, reviewing and evaluating incumbent directors as potential nominees for re-election typically is as follows:

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Prior to each annual meeting of shareholders, each current director separately discusses the director’s participation on our Board and its committees and other relevant matters with our Board Chair and Lead Independent Director.

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Each current director also is requested to discuss any concerns or issues regarding continued membership on our Board with the Chair of our Nominating and Governance Committee.

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In addition, our Nominating and Governance Committee reviews each current director’s experience, qualifications, attributes, skills, tenure, contributions, outside commitment levels and other directorships, meeting attendance record, any changes in employment status and other information it deems helpful in considering and evaluating the director for nomination.

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Consideration of Diversity

Our Board values diversity as a factor in selecting nominees to serve on our Board. Although we have no specific policy on diversity, our Nominating and Governance Committee considers our Board membership criteria when selecting a pool of nominees, including diversity of viewpoints, background, experience and personal characteristics, including age, gender and racial and ethnic minority status. However, nomination of a candidate is not based solely on these factors. This process has been successful as we do have a very diverse board.

Six of our 12 (50%) directors who are standing for election at the 2023 Annual Meeting are diverse.

DIRECTOR NOMINATION PROCESS

Search Firm Assistance. Our Nominating and Governance Committee retained a third-party search firm to assist in identifying and/or evaluating potential nominees, and our recently elected independent directors, Joanna L. Geraghty, Christina L. Zamarro and Edward A. Rice, Jr. were identified and/or evaluated using this process.

Shareholder Recommendations. Our Board has a long-standing policy to consider director nominees recommended by shareholders. If you would like to recommend a candidate to serve on our Board, you may do so using the process described on page 89. Our Secretary will forward properly submitted shareholder recommendations to the Chair of our Nominating and Governance Committee, and the Committee will evaluate and consider such recommendations in the same manner in which it evaluates other proposed nominees.

Nominations Through “Proxy Access.” Our By-Laws allow an individual eligible shareholder, or a group of no more than 20 eligible shareholders, to nominate, and to include in our proxy materials, candidates for election to our Board if certain requirements are met, including:

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The shareholder or group must have owned 3% or more of the outstanding shares of our common stock continuously for at least three years.

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The maximum number of proxy access nominees is the greater of two or 20% of our Board (rounded down to the nearest whole number), which may be reduced in the case of duplicative nominees or nominees who are not eligible or able to serve.

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The shareholder(s) and the nominee(s) must satisfy additional eligibility and procedural requirements as described in Article II, Section 11 of our By-Laws, including that all nominees and nominating shareholder(s) provide certain information, representations, consents and agreements to us and update such materials as necessary to remain true and correct, or at any time within 10 business days, upon our request. A proxy access nomination notice must be delivered to us within a prescribed time period in advance of our Annual Meeting of Shareholders (see page 89 for the specific timeframe that applies to nominations for our 2024 Annual Meeting of Shareholders).

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE INFORMATION

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BOARD REFRESHMENT

Recent Changes to our Board

Refreshment Policies

Our Restated Certificate of Incorporation, as amended, provides that our Board will consist of not less than 8 or more than 15 directors, the exact number of directors to be determined from time to time by our Board. Our Board is committed to adding new members with compatible skill sets and fresh perspectives. Inclusive of retirements following the 2023 Annual Meeting, four directors will have left our Board and four will have been added as part of our Board’s refreshment efforts since December 2021. Under our retirement policy, directors who reach age 75 may not stand for re-election, but may serve out the remainder of their terms. This policy, which was suspended for three years following the Merger with respect to directors designated pursuant to the Merger-related provisions of our Restated Certificate of Incorporation and our By-Laws, is once again in effect for all board members.

We do not impose term limits for directors. However, a director who experiences a significant change in employment status, including retirement from the director’s principal position, must offer to resign. Our Board then determines whether such director’s continued service is still in the best interests of L3Harris and our shareholders, free from conflicts of interest and otherwise appropriate.

Tenure of Nominees

NOMINEE INFORMATION

Nominee Skills and Attributes

Our Board believes that our 12 nominees are well positioned to discharge our Board’s responsibilities. Not only do they represent a diverse mix of backgrounds, skills, experience and personal characteristics and a track record of ability, integrity and judgment, together, they also possess a deep and unique understanding of our business and the challenges and opportunities faced by L3Harris.

L3HARRIS 2023 PROXY STATEMENT   09
 

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

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Nominee Core Skills And Background Matrix

The following chart summarizes the core skills and attributes that our Board believes make our 12 nominees well positioned to discharge their responsibilities as members of our Board. Each indicator in a nominee’s column represents a core competency of that nominee, and nominees may also possess other attributes in the matrix that are not marked. Additional information about each nominee’s background, skills and experience is set forth in each nominee’s biography beginning on page 10.

Nominee Biographies

Each director nominee has consented to stand for election. If any nominee becomes unavailable for election, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by our Board or, alternatively, our Board may determine to leave the vacancy temporarily unfilled or reduce the number of directors in accordance with our By-Laws.

No nominee is related to any other nominee or to any executive officer of L3Harris or its subsidiaries, by blood, marriage or adoption.

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

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L3HARRIS 2023 PROXY STATEMENT   11
 

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

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12   L3HARRIS 2023 PROXY STATEMENT
 

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

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L3HARRIS 2023 PROXY STATEMENT   13
 

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

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PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

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L3HARRIS 2023 PROXY STATEMENT   15
 

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PROPOSAL 1: ELECTION OF DIRECTORS  VOTING STANDARD FOR DIRECTORS

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VOTING STANDARD FOR DIRECTORS

Under our By-Laws and Corporate Governance Guidelines, a majority voting standard applies to the uncontested election of directors at the 2023 Annual Meeting. This means that, to be elected, a nominee must receive more “For” votes than “Against” votes. (Abstentions and any broker non-votes will have no effect because only votes cast “For” or “Against” a nominee are counted.)

Any incumbent nominee who does not receive more “For” votes than “Against” votes must offer to tender a resignation promptly after certification of the vote, and our Nominating and Governance Committee will then recommend to our Board whether or not to accept it. Our Board must reach a decision and take action by 90 days after certification of the vote (however, if accepting a resignation would cause us to fail to comply with the New York Stock Exchange (“NYSE”) independence or other legal requirements, our Board would take action as soon as practicable). Our Board will also promptly disclose its decision and the reasons behind it.

If our Board does not accept the resignation, the incumbent nominee will continue to serve as a director until the next Annual Meeting of Shareholders and until a successor is duly elected and qualified, or until the individual’s prior death, resignation, retirement or removal from office. If our Board accepts the resignation, then a majority of our Board, in its discretion, may either fill the resulting vacancy or choose not to fill the vacancy and instead decrease the size of our Board.

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We have long been focused on and committed to responsible and effective corporate governance in order to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders.

In support of those goals, we have Corporate Governance Guidelines that trace their history back to 1960. The Guidelines address a broad set of issues that our Board believes are integral to sound governance practices, including director independence, succession planning and policies limiting transactions in our stock by directors and officers. See page 26 for more details.

This Corporate Governance section describes how Board leadership is structured, our Board’s oversight responsibilities, our committee structure and Board policies and practices that reflect our commitment to sound corporate governance.

BOARD LEADERSHIP STRUCTURE

Our Board annually reviews its leadership structure to help ensure effective guidance to, and oversight of, management.

Our Board believes that this structure provides for effective independent board leadership and oversight. It provides the appropriate balance between an empowered Lead Independent Director with well-defined responsibilities and a Chair and CEO with responsibilities for day-to-day management, Board leadership and setting long-term strategy.

Each aspect of our Board’s leadership is discussed below.

Chair and CEO Roles

Our Board elects a Chair from among the directors and also may appoint a Vice Chair. Our Board combines or separates the positions of Chair and CEO based on what the independent directors of the Board believes best serves the needs of L3Harris and our shareholders at any particular time.

While it is committed to strong corporate governance and appropriate independent oversight of management, our Board believes it would be fundamentally wrong to permanently and inflexibly separate or combine the positions of Chair and CEO. Such a policy, in the Board’s view, would remove its ability to choose the leadership structure that it views as best for L3Harris and our shareholders at a given time based on its unique knowledge of the challenges and opportunities faced by L3Harris.

In light of current facts and circumstances, the independent directors of the Board believe it is best to keep the Chair and CEO roles combined at this time. The Merger Agreement provided that there would be a transition from Mr. Brown to Mr. Kubasik of the CEO role on the second anniversary of the Merger (June 29, 2021) and of the Executive Chair role by the third anniversary of the Merger (June 29, 2022), at which point the CEO and Chair positions were re-combined.

L3HARRIS 2023 PROXY STATEMENT   17
 

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CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

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Lead Independent Director Role

When our Chair is not an independent director, our independent directors (by affirmative majority vote) designate one independent Board member to serve as Lead Independent Director. Service as Lead Independent Director is generally for a one-year term commencing on the date of our Annual Meeting of Shareholders.

Currently, our Lead Independent Director is Mr. Millard, who has served in this role since June 29, 2019, with the Board since re-designating him for this role on an annual basis.

Executive Sessions of Independent Directors

Our Corporate Governance Guidelines require that at least two-thirds of the directors on our Board be independent directors. The agenda for each regularly scheduled Board meeting includes an executive (private) session of independent directors, chaired by our Lead Independent Director. The agenda for each regularly scheduled standing committee meeting (other than quarterly earnings review meetings of our Audit Committee) likewise includes an executive session of independent directors. See page 26 for a discussion of our independence standards for directors.

An important part of the executive sessions of independent directors of our Board and its standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, which are described below.

Self-Evaluations by our Board and Committees

Our Board and its standing committees undertake annual self-evaluations designed to foster continuous improvement in performance and effectiveness. Our Nominating and Governance Committee facilitates our Board’s annual self-evaluation. Our directors are asked to consider areas such as our Board’s role, relations with management and Board composition and meetings, and committee members are asked to consider areas such as the committee’s role and the responsibilities articulated in its charter, its composition and its operation. Self-evaluations may be undertaken utilizing written questionnaires, facilitated discussions or other means, as determined by our Board or the applicable committee. Review and discussion of the self-evaluation process and results occurs in an executive session of our Board or the applicable committee.

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CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

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Board Committees

Our Board currently has five standing committees to assist in discharging its responsibilities: Audit, Compensation, Finance, Innovation and Cyber and Nominating and Governance.

Each committee regularly reports its activities and actions to our full Board, generally at the next Board meeting following the committee meeting. Our Board has adopted a written charter for each standing committee. The charters of our Audit Committee, Compensation Committee and Nominating and Governance Committee comply with the NYSE corporate governance requirements. There are no NYSE requirements with respect to our Finance Committee charter or Innovation and Cyber Committee charter.

Copies of all standing committee charters and our Corporate Governance Guidelines are available on the Corporate Governance section of our website at www.l3harris.com/company/environmental-social-and-governance and also are available to shareholders upon written request to our Secretary at L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919.

Each standing committee’s principal functions are summarized below. You can find a more detailed description of purposes and responsibilities in each committee charter (and in our Corporate Governance Guidelines, in the case of our Nominating and

Governance Committee).

Our Board has determined in its business judgment that each member of our Audit Committee:

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is independent within the meaning of NYSE listing standards applicable to Audit Committee members, applicable laws and rules and our Director Independence Standards; and

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satisfies the “financial literacy” requirements of NYSE listing standards and has “accounting or related financial management expertise.”

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Our Board also has determined that Ms. Bailey, Mr. Kramer and Ms. Zamarro satisfy the “audit committee financial expert” criteria, as that term is defined by Securities and Exchange Commission (“SEC”) rules.

L3HARRIS 2023 PROXY STATEMENT   19
 

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CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

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Our Board has determined in its business judgment that each member of our Compensation Committee is independent within the meaning of the NYSE listing standards applicable to Compensation Committee members, applicable laws and rules and our Director Independence Standards.

Our Compensation Committee has delegated to our Chair and CEO the authority to grant equity awards to employees who are not executive officers, subject to an annual maximum number of shares underlying the awards that may be granted, and annually reviews these awards.

For additional information regarding the role of our Compensation Committee and our executive compensation process and procedures, including the role of executive officers and compensation consultants in recommending the amount or form of executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 33.

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CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

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Our Board has determined in its business judgment that each member of our Finance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.

Our Board has determined in its business judgement that each member of our Innovation and Cyber Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards. All of the members of our Innovation and Cyber Committee currently possess security clearance credentials.

L3HARRIS 2023 PROXY STATEMENT   21
 

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CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

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Our Board has determined in its business judgement that each member of our Nominating and Governance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.

For additional information on the role of our Nominating and Governance Committee and our director compensation process, including the role of compensation consultants relating to director compensation, see the “Director Compensation and Benefits” section of this proxy statement beginning on page 28.

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CORPORATE GOVERNANCE OUR BOARD'S ROLE AND RESPONSIBILITIES

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OUR BOARD’S ROLE AND RESPONSIBILITIES

Strategy Oversight

Our Board plays an active role in overseeing the formulation and implementation of our overall business strategy. As part of our annual strategic planning process, toward the end of each fiscal year, our senior leadership team and other executives present to our Board Company-wide and business unit annual operating plans and three-year strategic plans for the upcoming fiscal year(s). Our Board thoroughly reviews and provides substantive insight and guidance on these plans and, after further review sessions, approves them. Our Board then receives regular updates throughout the year on the progress, challenges and risks with respect to execution of the plans.

Our Board also routinely receives updates on and discusses topics of strategic importance to us, such as technology, cybersecurity, enterprise risk management and merger, acquisition and portfolio shaping opportunities. Our Board holds executive sessions solely for independent directors at each regularly scheduled Board meeting to discuss strategic matters and other significant business developments.

Risk Oversight

In fulfilling its responsibility to oversee the management of our business and other enterprise risks, our Board has approved an enterprise risk management (“ERM”) process administered by management, as described below. The Board considers risks and related mitigation, whether risks are identified through the ERM process or raised in the context of matters on which management reports to our Board or one of its committees.

ENTERPRISE RISK MANAGEMENT PROCESS

Our ERM process, among other things, is designed to identify material risks across L3Harris with input from each business segment and function. This process has been reviewed by our Board and is the subject of oversight and regular review by our Audit Committee. However, the responsibility for the day-to-day management of risk lies with our management, which continually monitors the material risks facing L3Harris, including strategic, financial, operational and legal and compliance risks. Under our ERM process, which is coordinated through a cross-functional management committee, various material business risks are regularly identified, assessed and prioritized. The top risks to L3Harris, which are reflected in an enterprise risk “heat map,” and any mitigation plans associated with those risks, are reported to our Board. In addition, our management ERM committee regularly provides reports to our senior executives to ensure dissemination of information about identified risks to management and throughout L3Harris. We also manage risk through numerous controls and processes embedded in our operations, which are reviewed from time to time with our Board and/or its relevant committees.

L3HARRIS 2023 PROXY STATEMENT   23
 

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CORPORATE GOVERNANCE OUR BOARD'S ROLE AND RESPONSIBILITIES

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ALLOCATION OF RISK OVERSIGHT RESPONSIBILITIES

Our Board also considers risks that are raised in the context of various matters that management may bring to the attention of our Board or one of its committees. This activity is carried out through the full board and its committees based on the nature of the risks being considered, as shown below:

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CORPORATE GOVERNANCE OUR BOARD'S ROLE AND RESPONSIBILITIES

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Management Succession Planning

Our Board dedicates at least one meeting each year to a comprehensive review of our management succession strategy and our leadership pipeline for key roles, including the CEO, based on our long-term strategy. The Compensation Committee facilitates this review session, at which the Board:

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considers and assesses key leadership talent throughout our Company;

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reviews our talent strategy for critical positions, including roles for which it may be necessary to consider external candidates; and

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reviews and updates our contingency plans in the event the CEO or another executive officer becomes unable to serve for any reason, including death or disability.

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In addition, management conducts periodic talent reviews of all of our business segments and corporate functional areas, including discussion of succession plans for key positions and identification and development of top talent for future leadership roles. These reviews inform and support our Board’s review session.

Our Board also receives regular updates on key talent indicators for our overall workforce, including employee engagement, attrition, diversity, equity and inclusion, recruiting and development programs and our broader human capital management strategy, and has regular opportunities to observe key leaders and high-potential talent through presentations, meetings and other events.

Ethics, Compliance and Sustainability Oversight

Our Board has responsibility for overseeing our ethics and compliance programs and our activities related to corporate citizenship, responsibility and sustainability. This oversight is carried out largely through our Board’s Nominating and Governance Committee, which assists our Board in overseeing our ethics and business conduct program, our environmental, health and safety programs, our political advocacy and our charitable, civic, educational and philanthropic activities, and also monitors and takes appropriate action regarding strategic issues and trends relating to environmental, social and governance efforts and corporate citizenship and responsibility that could affect our operations, financial performance or public image. For additional details on the role of our Nominating and Governance Committee, see page 22.

CODE OF CONDUCT

All L3Harris employees, officers and directors are required to abide by our Code of Conduct to help ensure that we consistently conduct our business in an ethical and legal manner. Our Code of Conduct is an important component of a comprehensive ethics and compliance program that includes compliance with all laws and corporate policies and procedures, an open relationship among employees that contributes to good business conduct and an abiding belief that we should conduct all business dealings in an honest and ethical manner.

Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibility as to our compliance with the goals and objectives in our Code of Conduct by reviewing and taking action regarding compliance processes, standards and controls and reviewing results of relevant audits and investigations. Our Code of Conduct covers a broad range of topics, including:

Employees are required to report any conduct they believe in good faith to be a violation of our Code of Conduct or policies. Our Code of Conduct is posted on our website at www.l3harris.com/company/environmental-social-and-governance and also is available by written request to our Corporate Ethics Office, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919. Any amendment to, or waiver from, our Code of Conduct that is required to be disclosed to shareholders will be posted on our website within four business days following such amendment or waiver.

L3HARRIS 2023 PROXY STATEMENT   25
 

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CORPORATE GOVERNANCE BOARD POLICIES AND PROCESSES

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SUSTAINABILITY — ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) MATTERS

We have a strong commitment to creating a more sustainable future for our society, which we have demonstrated by establishing our values of integrity, excellence and respect. It is on this foundation we established and continue to advance our comprehensive ESG program that includes a focused strategy and detailed metrics for how we plan to hold ourselves accountable.

We also are committed to serving all of our stakeholders  —  employees, shareholders, customers, suppliers and community partners, among others. As a technology innovator, we strive to deliver solutions that solve some of our customer’s most mission-critical challenges, while at the same time seeking to address ESG-related issues, including reducing our environmental impact.

The advancement of our ESG program has earned L3Harris a rating among the top five percent of aerospace and defense companies worldwide, as determined by Sustainalytics, with 2022 marking three consecutive years of improvement and progress toward achieving our 2026 sustainability goals.

For more information about L3Harris’ ESG program and related efforts, refer to the L3Harris Sustainability Report 2022, which will be published soon after the date of this proxy statement on the ESG section of our website at https://www.l3harris.com/

company/environmental-social-and-governance, but is not incorporated by reference into this proxy statement.

BOARD POLICIES AND PROCESSES

Our Corporate Governance Guidelines

Our Corporate Governance Guidelines address a broad set of issues that our Board believes are integral to sound governance practices:

Our Board reviews our Corporate Governance Guidelines at least annually, updating them from time to time as regulatory requirements change and governance practices evolve. Our Nominating and Governance Committee is responsible for overseeing our Corporate Governance Guidelines and for reporting and making recommendations to our Board concerning corporate governance matters.

A copy of our Corporate Governance Guidelines is available on the Corporate Governance section of our website at www.l3harris.com/company/environmental-social-and-governance.

Director Independence Standards

Our Board periodically assesses the independence of our directors and examines the nature and extent of any relationships between the Company and our directors, their families and their affiliates. Our Board is guided in this assessment by our Director Independence Standards, available on the Corporate Governance section of our website at www.l3harris.com/company/​environmental-social-and-governance.

A director is considered independent if our Board affirmatively determines that the director does not have any direct or indirect material relationship with L3Harris that could impair the director’s independence from management and the Company. When assessing the materiality of a director’s relationship with the Company, our Board considers the issue both from the standpoint of the director and the standpoint of persons or organizations with which the director is affiliated. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

Pursuant to our Corporate Governance Guidelines, our Board undertook a review of director independence in February 2023, which included a review of the responses of each director to questions regarding the individual’s relationships, as well as discussions with each director. Based on the NYSE listing standards and our Director Independence Standards, our Board has

26   L3HARRIS 2023 PROXY STATEMENT
 

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CORPORATE GOVERNANCE BOARD POLICIES AND PROCESSES

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affirmatively determined in its business judgment that each director, with the exception of Mr. Kubasik, our Chair and CEO, is independent and has no direct or indirect material relationship with L3Harris, other than as a director, that impairs the director’s independence.

Stock Ownership Guidelines for Non-Employee Directors

To further align the interests of our non-employee directors with L3Harris shareholders, our Board has adopted stock ownership guidelines for our non-employee directors. Non-employee directors are expected to:

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own L3Harris stock or stock equivalent units with a minimum value equal to five times the annual cash retainer for service as a member of our Board; and

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meet these levels within five years after election or appointment to our Board (or five years from the closing of the Merger, in the case of non-employee directors designated by Harris or L3 in connection with the Merger).

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Related Person Transactions

Our Board has adopted a written policy and procedures for the review, approval and ratification of transactions among L3Harris and our directors, executive officers, nominees for director and their related interests. The policy supplements the conflicts of interest policies set forth in our Code of Conduct and our other internal policies and procedures. Under this policy, our Nominating and Governance Committee reviews all related person transactions, and may approve or ratify a related person transaction if, in its business judgment, it determines that the transaction is in, or is not inconsistent with, the best interests of L3Harris and our shareholders. This may include situations where we obtain products or services of a nature, quantity or quality, or on terms that are not readily available from alternative sources, or where we provide to related persons products or services on an arm’s-length basis on terms comparable to those that apply to unrelated third parties or employees generally. Any director who participates in or is the subject of an existing or potential related person transaction may not participate in the review, consideration or approval of the related person transaction.

Under the policy and consistent with SEC rules, a related person transaction is any transaction, arrangement or relationship in which L3Harris was, is or will be a participant, where the amount involved exceeds $120,000 and in which a related person had, has or will have a direct or indirect material interest. A related person includes any of our directors, executive officers, nominees for director, any person known to be the beneficial owner of more than 5% of any class of our common stock, an immediate family member of any person described above and any entity with respect to which any person described above is an employee, is a partner or principal or serves in a similar position, or has 10% or greater beneficial ownership interest.

Each director, nominee and executive officer must annually complete a questionnaire to identify the individual’s related interests and persons, and must endeavor to promptly notify us of changes to that information. Before entering into a potential related person transaction, the related person or involved business area of L3Harris must notify our Secretary of the facts and circumstances of the potential transaction, and if the Secretary determines that it would be a related person transaction, it will be submitted to the Nominating and Governance Committee for review and consideration. A related person transaction entered into without the Nominating and Governance Committee’s prior approval will not violate this policy or be unenforceable, as long as the transaction is brought to the committee’s attention promptly after it is entered into or after it becomes apparent that the transaction is covered by this policy, and it is ratified by the committee.

Based on holdings reported on Schedule 13G/A and Schedule 13G filed with the SEC by BlackRock, Inc. and T. Rowe Price Associates, Inc., respectively, each beneficially owned more than 5% of our common stock as of February 3, 2023 and February 14, 2023, respectively. BlackRock, Inc. and certain of its affiliates provided asset management services in fiscal 2022 for certain of our defined contribution and defined benefit plans, for which participants paid or will pay approximately $2.2 million and we paid or will pay approximately $0.8 million. T. Rowe Price Associates, Inc. and certain of its affiliates provided asset management services in fiscal 2022 for certain of our defined contribution and defined benefit plans, for which participants paid or will pay approximately $4.4 million and we paid or will pay approximately $0.1 million.

The agreements with each of BlackRock, Inc. and T. Rowe Price Associates, Inc. were negotiated on an arm’s-length basis, and the ownership of our common stock plays no role in the business relations between us and BlackRock, Inc. and T. Rowe Price Associates, Inc. In addition, we believe that the agreements represent standard terms and conditions for asset management services. In accordance with our then-existing related person transaction policy, the Harris Governance and Corporate Responsibility Committee reviewed, ratified and approved the agreements entered into by Harris with BlackRock, Inc. and T. Rowe Price Associates, Inc.

DIRECTOR ONBOARDING AND EDUCATION

When new directors join our Board, they are provided with background material on L3Harris, its strategy, its business plans, its financial position, its legal affairs and its risk profile. They also meet with senior management and visit some of our key facilities.

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CORPORATE GOVERNANCE DIRECTOR COMPENSATION AND BENEFITS

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Our directors are expected to keep up with issues affecting L3Harris and the industry in which we operate, and on developments that may affect their general responsibility as directors. Our Board and the Nominating and Governance Committee are also expected to periodically review our Board’s policies and procedures regarding director orientation, and to recommend, as needed, continuing education programs for board members or committee members.

MEETING ATTENDANCE

In fiscal 2022, our Board of Directors held 8 meetings, and its committees held a total of 25 meetings, and the average attendance of directors at those meetings is shown in the table below.

FISCAL 2022 BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

We typically schedule a Board meeting in conjunction with our Annual Meeting of Shareholders. Absent unavoidable conflict, all Board members are expected to attend the Annual Meeting of Shareholders. All of our Board members then serving attended our 2022 Annual Meeting of Shareholders.

Communicating With Our Board of Directors

GENERAL COMMUNICATIONS

To communicate with an L3Harris Board member, a selected group of Board members, or the full Board:

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send an e-mail to [email protected] (specifying which Board member(s) you would like to reach), or

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write to the Board member(s) c/o Secretary, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919.

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Our Secretary will review your communication and, if it is related to the duties and responsibilities of our Board and its committees, will forward it to the appropriate recipient(s), who will then determine whether it should be shared with other Board members.

However, our Board has instructed our Secretary not to forward communications that the Secretary deems unduly hostile, threatening, illegal or similarly inappropriate (such as surveys, spam, junk mail, resumes, service or product inquiries or complaints, solicitations or advertisements). Our Secretary will periodically provide our Board a summary of all communications (other than surveys, spam, etc.) that were not forwarded to the intended recipient(s), and make them available to any director upon request.

ACCOUNTING, INTERNAL CONTROL, AUDITING AND OTHER MATTERS

Our Audit Committee has established procedures for the handling of complaints and concerns received by L3Harris regarding accounting, internal accounting controls or auditing matters, financial reporting or disclosure matters, and other matters relating to actual, alleged or potential violations of any law, rule or regulation relating to securities or fraud against shareholders. Upon receipt of a complaint or concern, a determination will be made as to whether it pertains to any of these matters, and if so, it will be handled in accordance with these procedures. A copy of the procedures is available on the Corporate Governance section of

our website at www.l3harris.com/company/environmental-social-and-governance.

DIRECTOR COMPENSATION AND BENEFITS

Our Board compensation program is intended to attract and retain directors with demonstrated ability, integrity, judgment and experience to fulfill their responsibility to oversee management and to develop and oversee the implementation of strategies aimed at creating sustainable, long-term value for our shareholders. The program also is intended to recognize the time commitments and potential liability associated with serving on the board of a public company.

Our independent directors are not permitted to receive, directly or indirectly, any consulting, advisory or other compensatory fees from us, and we do not compensate any employee director separately for service as a director. Directors do not receive additional fees for meeting attendance.

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CORPORATE GOVERNANCE DIRECTOR COMPENSATION AND BENEFITS

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The form and amount of director compensation is annually reviewed and assessed by our Nominating and Governance Committee. The committee reviews compensation comparison peer group data and broad survey data concerning director compensation practices, levels and trends for companies comparable to us in revenue, businesses and complexity, as supplied by independent compensation consultants. If the committee believes any changes to director compensation are warranted, it makes recommendations for the Board to consider.

Our Board compensation program is described below.

Cash and Equity-Based Retainers for Non-Employee Directors

Cash compensation: Each cash retainer is payable on a quarterly basis in arrears and is pro-rated if a director does not serve for the entire quarter.

Equity-based compensation. Each year at our Annual Meeting of Shareholders, non-employee directors receive a grant of director share units under our 2015 Equity Incentive Plan (or any successor equity compensation plan adopted by L3Harris). The number of shares granted is calculated by dividing the applicable dollar amount shown in the table above by the fair market value of one share of L3Harris common stock on the grant date (rounded down to the nearest whole share). Generally, these director share units fully vest on the one-year anniversary of the grant date, subject to the director’s continued service and the particular terms and conditions of the grant, and upon vesting, are paid in shares of L3Harris common stock (subject to deferral, as described below). If a non-employee director joins the Board after an Annual Meeting of Shareholders, the award is pro-rated based on the portion of the year for which the director serves.

Deferred Compensation Plan for Non-Employee Directors

On June 29, 2019, our Board adopted the L3Harris Technologies, Inc. 2019 Non-Employee Director Deferred Compensation Plan, an unfunded, non-qualified deferred compensation plan for the benefit of our non-employee directors, which became effective December 31, 2019.

Under this plan, each non-employee director of L3Harris may elect in advance to defer all or a portion of cash retainer fees to be earned, and of director share units to be granted, in the next calendar year or in subsequent years (special rules govern the timing of deferral elections by new non-employee directors who join our Board after a calendar year has commenced).

Any cash retainer deferred by a director will be credited as deferred units to the director’s account as of the date the retainer would have otherwise been paid. Each deferred unit is equivalent in value to one share of L3Harris common stock, and the number of units credited will be equal to the cash amount deferred as of such date, divided by the fair market value of L3Harris common stock on such date. Any director share unit award deferred by a director will be credited as deferred units to the director’s account on the date on which the director share units vest.

Each deferred unit is credited with dividend equivalents equal to dividends paid on L3Harris common stock, which are deemed reinvested in additional deferred units on the dividend payment date. Deferred units will be appropriately adjusted if there is a change in the value of L3Harris common stock due to a transaction or event such as a merger, consolidation, combination, stock dividend or stock split.

Payment will be made in shares of L3Harris common stock equal to the number of deferred units credited to the director’s account, including any fractional deferred units. A director may elect to receive deferred amounts either in a lump sum, or in up to 10 annual installments, with either the lump sum payment or first installment paid within 90 days after the individual’s resignation or retirement. Beneficiaries receive a lump sum death benefit in the event of the former director’s death. Upon a change in control (as defined in our 2015 Equity Incentive Plan), and to the extent permitted by Federal tax laws, each non-employee director (or former non-employee director) will receive a cash lump sum equal to the number of deferred units credited to the individual’s account on the date of the change in control, multiplied by the fair market value of one share of L3Harris common stock on such date. If payment following a change in control is not permitted by Federal tax laws, then payment will be made as if a change in control had not occurred.

Reimbursement, Insurance and Charitable Gift Matching

We pay or reimburse each non-employee director for travel and out-of-pocket costs and expenses incurred in connection with attending Board and committee meetings, other meetings on our behalf, and director education programs. On occasion, spouses or guests are invited to accompany directors to Board-related events and we cover their travel and related expenses.

L3HARRIS 2023 PROXY STATEMENT   29
 

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CORPORATE GOVERNANCE DIRECTOR COMPENSATION AND BENEFITS

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We also provide each non-employee director with accidental death and dismemberment insurance of up to $200,000 and business travel insurance of up to an additional $200,000 in the event that the individual is involved in an accident while traveling on business relating to our affairs, and we pay the premiums for such insurance. The premiums for coverage during fiscal 2022 for all non-employee directors collectively amounted to less than $1,056. We also provide liability insurance coverage and indemnity for all of our directors and officers.

Non-employee directors may participate in our charitable gift matching program, under which our foundation matches contributions to eligible educational institutions and tax-exempt organizations up to an annual maximum of  $10,000 per director.

FISCAL 2022 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

The following table shows compensation paid to each of our non-employee directors for fiscal 2022. We currently do not have a non-equity incentive plan or pension plan for directors.

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Mr. Rice is not included in this table because he joined our Board in fiscal 2023.

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Ms. Geraghty was elected to our Board on May 9, 2022.

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Ms. Zamarro was elected to our Board on July 21, 2022.

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(1)

Reflects total cash compensation earned in fiscal 2022 for Board, committee, committee chair and Lead Independent Director retainers. For Ms. Geraghty, also includes $85,162 for services rendered as an observer on the Board in fiscal 2022 prior to her election as a director on May 9, 2022.

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(2)

Reflects the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation  —  Stock Compensation (“ASC 718”) with respect to director share units awarded in fiscal 2022.

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Under ASC 718, the fair value of the director share unit awards was determined as of the grant date or grant dates using the closing market price of L3Harris common stock on the grant date. These amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by directors.

For Mr. Harris, stock awards include a pro-rata grant of 290 director share units made in February 2022 for service prior to the 2022 Annual Meeting.

As of December 30, 2022, each of our non-employee directors had approximately 695 unvested director share units (including accrued reinvested dividend equivalents), other than Mr. Harris and Mses. Geraghty and Zamarro, who had 991, 683 and 538, respectively. As of December 30, 2022, Mr. Millard also had approximately 4,100 , Mr. Chiarelli had 64 and Messrs. Hay and Newton and Ms. Lane each had approximately 1,723 deferred units accumulated in the individual’s account, as applicable, under the L3Harris Technologies, Inc. 2019 Non-Employee Director Deferred Compensation Plan from deferrals of cash compensation and director share units, including additional deferred units credited as a result of dividend equivalents earned.

(3)

As noted above, our non-employee directors were eligible to participate in our foundation’s charitable gift matching program up to an annual maximum of  $10,000 per director, and the amounts shown reflect charitable gift matching payments made during fiscal 2022.

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30   L3HARRIS 2023 PROXY STATEMENT
 

As at past Annual Meetings and as required by Federal securities law, we are asking our shareholders to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers as disclosed in this proxy statement. The list of named executive officers appears on pages 33 and 34. We encourage you, before voting, to review this entire proxy statement, and particularly the Compensation Discussion and Analysis section on pages 33-55, the Compensation Tables section on pages 57-78 and the Potential Payments Upon Termination or a Change in Control section on pages 67-74.

The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. Our guiding principles, shown on page 36 and summarized below, provide a framework for our executive compensation program to meet this objective. Specifically, our program is designed to:

We believe that our executive compensation program helped to incentivize our executives to achieve our fiscal 2022 financial results despite the dynamic operating environment with supply chain-related issues, labor mobility and inflation impacting our results. Payouts on our at-risk compensation aligned with our short-term and long-term incentive compensation plan goals and the interests of our shareholders. Additionally, we believe that our competitive compensation and benefits have attracted talented, experienced executives to our team to drive our future results and execution. In future years, we will continue to work to attract, appropriately reward and retain executives to grow and advance our Trusted Disruptor strategy.

Please note that your vote on this proposal is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our named executive officers as disclosed in this proxy statement under SEC rules. Also, the vote is advisory, which means that the results are not binding on us. However, our Board and our Compensation Committee, which are responsible for designing and administering our executive officer compensation program, value the opinions expressed by our shareholders and will consider the voting results when making future decisions regarding compensation for our named executive officers.

Shareholders will be voting on the following resolution:

“RESOLVED, that the shareholders of L3Harris Technologies, Inc. hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in the L3Harris Technologies, Inc. proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Fiscal 2022 Summary Compensation Table and other related tables and accompanying footnotes and narratives.”

We currently hold our advisory vote to approve the compensation of our named executive officers (“Say-on-Pay vote”) annually. Shareholders have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote at least every six years (including this year), and after this year the next advisory vote on the frequency of the Say-on-Pay vote will be at our 2029 Annual Meeting of Shareholders.

L3HARRIS 2023 PROXY STATEMENT   31
 

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PROPOSAL 3:
ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Federal securities law, we are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of our named executive officers (similar to the non-binding, advisory vote in Proposal 2 of this proxy statement). Shareholders may vote for one of the following frequencies: every year, every two years or every three years, or may abstain from voting on this proposal.

The last time a vote was held on the frequency of future Say-on-Pay votes — which was at our 2017 Annual Meeting of Shareholders — our shareholders strongly supported a frequency of  “every year” as recommended by our Board. As a result, our Board decided to continue to hold Say-on-Pay votes every year. Consistent with the desire for our shareholders to provide regular input on our executive compensation philosophy, our Board recommends that shareholders vote for approval, on a non-binding, advisory basis, of  “EVERY YEAR” as the frequency of future advisory votes to approve the compensation of our named executive officers.

The vote on this proposal is advisory, and the result of the vote on this proposal is not binding on us, our Board or its committees. However, our Board and our Compensation Committee, which are responsible for designing and administering our executive officer compensation program, value the opinions expressed by our shareholders and will consider the voting results when determining the frequency of future advisory votes to approve the compensation of our named executive officers.

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COMPENSATION
DISCUSSION
AND ANALYSIS

Contents