Motorola 2014 Annual Report Download - page 93

91
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 “2015 Director Nominees” of Motorola Solutions’ Proxy Statement for the 2015 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 “Corporate Governance - Committees of the Board” and “Audit Committee Matters - Report of Audit Committee” of
the Proxy Statement.
The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information under the
caption “Security Ownership Information-Section 16 (a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.
The response to this Item also incorporates by reference the information under the caption “Important Dates for the 2016
Annual Meeting - Recommending a Director Candidate to the Governance and Nominating Committee” of the 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/investors, 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 "Director Compensation -
Determining Director Compensation - How the Directors are Compensated,” "Compensation Discussion and Analysis,"
"Compensation and Leadership Committee Report,” "Compensation and Leadership Committee Interlocks and Insider
Participation," and under “Named Executive Officer Compensation," the following subsections: "2014 Summary Compensation
Table,” "Grants of Plan-Based Awards in 2014," “Outstanding Equity Awards at 2014 Fiscal Year-End,” “Option Exercises and
Stock Vested in 2014,” "Nonqualified Deferred Compensation in 2014,” "Retirement Plans," "Pension Benefits in 2014,"
"Employment Contracts," and "Termination of Employment and Change in Control Arrangements," of the 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 “Security Ownership Information” of the 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 “Corporate Governance -
Related Person Transaction Policy and Procedures” and “Independent Directors” of the Proxy Statement.
Item 14. Principal Accounting Fees and Services
The response to this Item incorporates by reference the information under the caption “Audit Committee Matters -
Independent Registered Public Accounting Firm Fees” and “Audit Committee Matters - Audit Committee Pre-Approval Policies”
of the Proxy Statement.