Motorola 2011 Annual Report Download - page 117

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Item 9B: Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The response to this Item required by Item 401 of Regulation S-K, with respect to directors, incorporates by
reference the information under the caption “Nominees” of Motorola Solutions’ Proxy Statement for the 2012
Annual Meeting of Stockholders (the “Proxy Statement”) and, with respect to executive officers, is contained in
Part I hereof under the caption “Executive Officers of the Registrant” and, with respect to the audit committee,
incorporates by reference the information under the caption “What Are the Committees of the Board?” and “Report
of Audit and Legal Committee” of Motorola Solutions’ Proxy Statement.
The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information
under the caption “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” of Motorola
Solutions’ Proxy Statement.
The response to this Item also incorporates by reference the information under the caption “Communications—
How Can I Recommend a Director Candidate to the Governance and Nominating Committee?” of Motorola
Solutions’ Proxy Statement.
Motorola Solutions has adopted a code of ethics, the Motorola Solutions Code of Business Conduct (the
“Code”), that applies to all employees, including the Company’s principal executive officer, principal financial
officer and controller (principal accounting officer). The Code is posted on Motorola Solutions’ Internet website,
www.motorolasolutions.com/investor, and is available free of charge, upon request to Investor Relations, Motorola
Solutions, Inc., Corporate Offices, 1303 East Algonquin Road, Schaumburg, Illinois 60196, E-mail:
[email protected]. Any amendment to, or waiver from, the Code applicable to executive officers
will be posted on our Internet website within four business days following the date of the amendment or waiver.
Motorola Solutions’ Code of Business Conduct applies to all of the Company’s employees worldwide, without
exception, and describes employee responsibilities to the various stakeholders involved in our business. The Code
goes beyond the legal minimums by implementing the values we share as employees of Motorola Solutions—our key
beliefs—uncompromising integrity and constant respect for people. The Code places special responsibility on
managers and prohibits retaliation for reporting issues.
Item 11: Executive Compensation
The response to this Item incorporates by reference the information under the captions “How Are the Directors
Compensated?,” “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership
Committee on Executive Compensation,” “2011 Summary Compensation Table,” “Grants of Plan-Based Awards in
2011,” “Outstanding Equity Awards at 2011 Fiscal Year-End,” “Option Exercises and Stock Vested for 2011,”
“Pension Benefits in 2011,” “Nonqualified Deferred Compensation in 2011,” “Employment Contracts,” and
“Termination of Employment and Change in Control Arrangements” of Motorola Solutions’ Proxy Statement.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The response to this Item incorporates by reference the information under the captions “Equity Compensation
Plan Information” and “Ownership of Securities” of Motorola Solutions’ Proxy Statement.
Item 13: Certain Relationships and Related Transactions, and Director Independence
The response to this Item incorporates by reference the relevant information under the caption “Related Person
Transaction Policy and Procedures” and “Which Directors Are Independent” of Motorola Solutions’ Proxy
Statement.
Item 14: Principal Accounting Fees and Services
The response to this Item incorporates by reference the information under the caption “Independent Registered
Public Accounting Firm” and “Audit and Legal Committee Pre-Approval Policies” of Motorola Solutions’ Proxy
Statement.