L3Harris (LHX) investors approve directors, pay and auditor; reject special meeting proposal

Rhea-AI Filing Summary

L3Harris Technologies, Inc. reported the results of its 2026 Annual Meeting of Shareholders. Of 186,785,895 common shares entitled to vote as of March 13, 2026, 172,271,877 were represented, a quorum of approximately 92.2%.

Shareholders elected all eleven director nominees to one-year terms, each receiving a strong majority of votes cast. They also approved, on an advisory basis, the compensation of named executive officers, with 148,177,289 shares voting for and 7,936,376 against.

Shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 1, 2027, with 164,235,648 votes for and 7,755,930 against. A shareholder proposal titled “Improve Shareholder Ability to Call for a Special Shareholder Meeting” was rejected, receiving 51,888,937 votes for and 104,022,702 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 186,785,895 shares Shares represented (quorum): 172,271,877 shares Say-on-pay support: 148,177,289 for vs. 7,936,376 against +3 more

6 metrics

Shares entitled to vote 186,785,895 shares Common stock issued, outstanding and entitled to vote as of March 13, 2026

Shares represented (quorum) 172,271,877 shares Approximately 92.2% quorum at 2026 Annual Meeting of Shareholders

Say-on-pay support 148,177,289 for vs. 7,936,376 against Advisory vote to approve named executive officer compensation

Auditor ratification vote 164,235,648 for vs. 7,755,930 against Ratification of Ernst & Young LLP as independent registered public accounting firm

Special meeting proposal 51,888,937 for vs. 104,022,702 against Shareholder proposal to improve ability to call special shareholder meetings

Director vote example 155,867,673 for Votes for director nominee Christina Zamarro, with 397,001 against and 158,707 abstain

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, special shareholder meeting, +1 more

5 terms

broker non-votes financial

"Number of Shares For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Advisory Vote to Approve Named Executive Officer Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

special shareholder meeting financial

"Improve Shareholder Ability to Call for a Special Shareholder Meeting"

A special shareholder meeting is an unscheduled gathering of a company’s owners called to decide one or a few specific, often urgent, matters that can’t wait for the annual meeting. It matters to investors because the votes taken can change who controls the company, approve major transactions, alter shareholder rights or corporate strategy—similar to an emergency council meeting where a single decision can shift future value and prompt rapid stock price moves.

Annual Meeting of Shareholders financial

"held the 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

0000202058false00002020582026-05-112026-05-11

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): May 11, 2026

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 5.07      Submission of Matters to a Vote of Security Holders.

Voting Results for 2026 Annual Meeting of Shareholders

On May 11, 2026, L3Harris Technologies, Inc. (the “Company”) held the 2026 Annual Meeting of Shareholders. Of the 186,785,895 shares of the Company’s common stock issued, outstanding and entitled to vote at the 2026 Annual Meeting of Shareholders as of the March 13, 2026, record date, a total of 172,271,877 shares (for a quorum of approximately 92.2%) was represented at the meeting.

1) Proposal 1 – Election of Directors. The Company’s shareholders elected each of the eleven nominees to the Company’s Board of Directors (“Board”) for a 1-year term expiring at the 2027 Annual Meeting of Shareholders, or until their successors are elected and qualified. The voting results for each of the nominees are as follows:

						Number of Shares
Nominee						For						Against						Abstain						Broker Non-Votes
Sallie Bailey						154,901,105						1,367,084						155,192						15,848,496
Thomas Dattilo						148,257,317						8,001,390						164,674						15,848,496
Roger Fradin						153,010,171						3,246,242						166,968						15,848,496
Joanna Geraghty						152,897,768						3,369,497						156,116						15,848,496
Kirk Hachigian						155,684,823						571,687						166,871						15,848,496
Harry Harris, Jr.						154,203,428						1,966,497						253,456						15,848,496
Lewis Hay III						149,401,261						6,856,515						165,605						15,848,496
Christopher Kubasik						151,899,540						4,356,165						167,676						15,848,496
David Regnery						154,559,178						1,697,459						166,744						15,848,496
Edward Rice, Jr.						155,603,626						656,312						163,443						15,848,496
Christina Zamarro						155,867,673						397,001						158,707						15,848,496

2) Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation. The Company’s shareholders approved the compensation of the Company’s named executive officers, in an advisory vote, and the voting results are as follows:

Number of Shares
For						Against						Abstain						Broker Non-Votes
148,177,289						7,936,376						309,716						15,848,496

3) Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the Audit Committee of the Board’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027, and the voting results are as follows:

						Number of Shares
						For						Against						Abstain
						164,235,648						7,755,930						280,299

2

4) Proposal 4 – Shareholder Proposal. The Company’s shareholders rejected the Shareholder Proposal titled “Improve Shareholder Ability to Call for a Special Shareholder Meeting” and the voting results are as follows:

Number of Shares
For						Against						Abstain						Broker Non-Votes
51,888,937						104,022,702						511,742						15,848,496

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibits are provided herewith:

Exhibit Number			Description
104			Cover Page Interactive Data File formatted in Inline XBRL.

3

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/ Christoph Feddersen

Name:

Christoph Feddersen

Date: May 12, 2026

Title:

Senior Vice President, General Counsel and Secretary

4

FAQ

What was the shareholder turnout at L3Harris (LHX) 2026 annual meeting?

Shareholder turnout was high, with 172,271,877 shares represented. This equals about 92.2% of the 186,785,895 L3Harris common shares entitled to vote as of March 13, 2026, providing a strong quorum for all proposals.

Did L3Harris (LHX) shareholders elect all director nominees in 2026?

Yes, shareholders elected all eleven director nominees for one-year terms. Each nominee, including Sallie Bailey and Christina Zamarro, received a substantial majority of votes cast, with broker non-votes of 15,848,496 shares recorded on each director item.

How did L3Harris (LHX) shareholders vote on executive compensation in 2026?

Shareholders approved L3Harris named executive officer compensation in an advisory vote. There were 148,177,289 votes for, 7,936,376 against, 309,716 abstentions, and 15,848,496 broker non-votes, indicating broad, though not unanimous, support for the company’s pay practices.

Was Ernst & Young reappointed as L3Harris (LHX) auditor for 2027?

Yes, shareholders ratified Ernst & Young LLP as L3Harris’ independent registered public accounting firm for the fiscal year ending January 1, 2027. The vote totaled 164,235,648 shares for, 7,755,930 against, and 280,299 abstaining on the ratification proposal.

What happened to the L3Harris (LHX) shareholder proposal on special meetings?

Shareholders rejected the proposal titled “Improve Shareholder Ability to Call for a Special Shareholder Meeting.” The vote was 51,888,937 shares for, 104,022,702 against, 511,742 abstentions, and 15,848,496 broker non-votes, so the proposal did not pass.

How many L3Harris (LHX) shares were entitled to vote at the 2026 meeting?

A total of 186,785,895 L3Harris common shares were issued, outstanding, and entitled to vote as of the March 13, 2026 record date. Of these, 172,271,877 shares were represented at the 2026 Annual Meeting of Shareholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB