Form 8-K - Current report

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): February 21, 2024

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-3863

34-0276860

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1025 West NASA Boulevard

Melbourne,

Florida

32919

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100


No change

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

LHX

New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2024, L3Harris Technologies, Inc. (the “Company”) and the Company’s Chief Executive Officer, Christopher E. Kubasik, entered into a severance protection letter agreement (the “Agreement”). The Agreement has been approved by the Board of Directors of the Company (the “Board”) on the recommendation of the Compensation Committee of the Board.

The Agreement is intended to provide customary severance benefit protection to Mr. Kubasik in light of the expiration in June 2023 of his termination protection period under his November 5, 2018 letter agreement with L3 Technologies, Inc.

In the event of Mr. Kubasik’s termination without cause or termination for good reason within two years following a change in control, Mr. Kubasik’s severance and other termination benefits will continue to be governed by the terms of the Company’s Executive Change in Control Severance Plan (as described in the Company’s Form 8-K filed on July 24, 2023) and Mr. Kubasik’s equity award agreements. However, in the event of Mr. Kubasik’s termination without cause or termination for good reason that occurs outside of the two-year post-change in control protection period described above and prior to March 31, 2028 (such period, the “Non-CIC Protection Period”), the Agreement provides that Mr. Kubasik will (subject to execution of a release) be provided with severance payments and benefits substantially similar to those afforded under the Executive Change in Control Severance Plan, except that:

a.Mr. Kubasik’s “severance multiple” (with respect to his base salary and target bonus) will equal 2 instead of 3; and

b.Mr. Kubasik’s pro-rata bonus for the year of his termination will be based on actual financial performance, rather than based on deemed target level performance.

Additionally, in the event of Mr. Kubasik’s termination without cause or termination for good reason during the Non-CIC Protection Period (and without limiting any further enhanced vesting protection that he might otherwise be entitled to under the applicable equity award plans or agreements), Mr. Kubasik will be entitled to pro-rata vesting of any equity awards granted on or after February 23, 2024, with any vesting stock options remaining exercisable through the original option term date.

Under the terms of the Agreement, Mr. Kubasik has agreed that, in the event of his involuntary termination of employment on or after March 31, 2028 and outside of a two-year post-change in control protection period, he will not be entitled to any severance benefit protection under the Agreement or any other severance plan or program maintained by the Company. Additionally, Mr. Kubasik has agreed to non-competition and non-solicitation covenants for a two year-period after the end of his employment with the Company.

The foregoing description of the terms and conditions of the Agreement is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On February 21, 2024, Mr. Kubasik established a written pre-arranged plan providing for the exercise of certain employee stock options and the sale of shares of the Company's common stock issued upon exercise of such options (the “Plan”). The Plan is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company's securities by executives and was established during the Company's open trading window. In accordance with 10b5-1 rules, Mr. Kubasik will have no discretion over sales under the Plan.

The Plan covers vested options to purchase 76,190 shares granted to Mr. Kubasik in 2016, which options expire in 2026. Subject to minimum price thresholds specified in the Plan, shares underlying unexercised options will be sold on predetermined dates starting in May of 2024 and ending no later than June 13, 2024. Mr. Kubasik’s ownership interest in the Company is considerably in excess of the Company’s stock ownership guidelines. The transactions under the Plan will be disclosed publicly through Form 4 and Form 144 filings, as applicable, with the U.S. Securities and Exchange Commission.

Except as may be required in the Company’s periodic filings on Form 10-Q or Form 10-K, the Company does not undertake to report any Rule 10b5-1 plans that may be adopted by any other officers or directors of the Company or to report modifications or termination of any such plans, including the Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are provided herewith:


Exhibit Number			Description
10.1			Letter Agreement with Christopher E. Kubasik, dated as of February 23, 2024.
104			Cover Page Interactive Data File formatted in Inline XBRL

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: February 23, 2024

Title:

Senior Vice President, General Counsel and Secretary

Exhibit 10.1

February 23, 2024

Mr. Christopher E. Kubasik

Chair and Chief Executive Officer

c/o L3Harris Technologies, Inc.
1025 W. NASA Boulevard
Melbourne, FL 32919

re: Non-Change in Control Termination Protection

Dear Chris:

This letter agreement (the “Agreement”) memorializes our recent discussions regarding your termination protection arrangements with L3Harris Technologies, Inc. (the “Company”), in light of the recent expiration of your termination protection period pursuant to the terms of your November 5, 2018 letter agreement with L3 Technologies, Inc. (the “Prior Agreement”). Capitalized terms used herein without definition have the meanings assigned to such terms under the Company’s Executive Change in Control Severance Plan (the “CIC Plan”).

In the event of your Qualifying Termination during a CIC Termination Period, you shall be entitled to severance and other termination benefits pursuant to the terms of the CIC Plan and your applicable equity award agreements, in lieu of the payments and benefits described in this Agreement. However, in the event of your Qualifying Termination that occurs outside of a CIC Termination Period and prior to March 31, 2028 (such period, the “Non-CIC Protection Period”), then you shall be entitled to receive the cash payments and health benefits described in Section 3(a) of the CIC Plan (subject to the terms and conditions set forth therein regarding timing of payments and the execution and non-revocation of a Release), except that (i) your applicable “Severance Multiple” shall equal 2 instead of 3 and (ii) in lieu of the pro-rata Target Bonus payment described in Section 3(a)(ii) of the CIC Plan, you shall remain entitled to receive a pro-rata portion of your Annual Incentive Award for the year of termination at the time such Annual Incentive Award would normally be paid based on actual corporate and financial performance for the full year (with pro-ration based on the number of days you were employed during such year, and without application of any discretionary adjustments for individual performance).

Additionally, in the event of your Qualifying Termination during the Non-CIC Protection Period, any equity awards granted to you by the Company on or following February 23, 2024 shall be entitled to the following minimum vesting protection (without limiting any further enhanced vesting protection that you might otherwise be entitled to under the applicable equity award plans or agreements), subject to your timely execution and non-revocation of the Release and subject to any delay in payments or other modification of payment schedule as may be required to avoid subjecting you to additional taxation under Section 409A:

•Immediate vesting of a Pro-Rata Portion (as defined below) of any previously unvested time-vesting restricted stock units, restricted stock

BOD-24-108

and stock options (with any vested stock options remaining exercisable through the original option term date); and

•Vesting at the end of the applicable performance period of a Pro-Rata Portion of any previously unvested performance stock units and performance stock, based on actual performance results for the full performance period.

As used in this Agreement, the term “Pro-Rata Portion” shall mean the pro-rata portion determined by calculating the number of days during the applicable vesting period for which you were employed prior to the Qualifying Termination, as compared to the number of days in the full vesting period. Additionally, for purposes of determining whether you have “Good Reason” during any Non-CIC Protection Period, any references in the definition of “Good Reason” to changes as compared to immediately prior to a Change in Control shall be disregarded.

For the avoidance of doubt, in the event of your Qualifying Termination on or after March 26, 2026, your then outstanding equity awards will qualify for “Qualifying Full Retirement” as defined in your equity award agreements (or such similar term providing for full retirement vesting under your equity award agreements) without regard to any notice requirements normally applicable to retirement vesting.

Any cash severance payments that you receive pursuant to this Agreement shall be in lieu of severance entitlements under the Company’s Severance Pay Plan or any other severance program maintained by the Company that would otherwise be applicable to you during the Non-CIC Protection Period. In the event of your involuntary termination of employment on or after March 31, 2028 and outside of a CIC Termination Period, you shall not be eligible for severance benefit protection under the Company’s Severance Pay Plan or any successor severance program then maintained by the Company.

In consideration of this Agreement, you agree to be subject to the restrictive covenants set forth in Section 8 of the CIC Plan, except that the applicable Protective Covenant Period for you shall be 24 months, instead of 12 months.

Except as expressly set forth in this Agreement, all other agreements between you and the Company shall remain in full force and effect. For the avoidance of doubt, this Agreement shall have no impact on any equity awards granted to you by the Company prior to February 23, 2024 or any restrictive covenants that you are subject to pursuant to such equity award grants or otherwise.

[Signature Page Follows]

We thank you for your past service and are looking forward to your continued leadership.

Sincerely,

L3Harris Technologies, Inc.

By: /s/ Lewis Hay III

Name: Lewis Hay III

Title: Compensation Committee, Chair

I agree with and accept the terms and conditions of this letter:

/s/ Christopher E. Kubasik

Name: Christopher E. Kubasik

Date: February 23, 2024

Cover Page	Feb. 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 21, 2024
Entity Registrant Name	L3HARRIS TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3863
Entity Tax Identification Number	34-0276860
Entity Address, Address Line One	1025 West NASA Boulevard
Entity Address, City or Town	Melbourne,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32919
City Area Code	321
Local Phone Number	727-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	LHX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000202058
Amendment Flag	false