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2021 Proxy Statement and Notice of Annual Meeting

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2021 Proxy Statement and Notice of Annual Meeting 2021 Proxy Statement and Notice of Annual Meeting Friday, April 23, 2021 9:00 AM Eastern Time Virtual Meeting Website: www.virtualshareholdermeeting.com/LHX2021 OUR VALUES Integrity, Excellence and Respect – always. At L3Harris, innovation is powered by our foundational commitment to living our values. NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS When: Meeting Agenda Friday, April 23, 2021 9:00 AM Eastern Time Proposal 1: To elect as directors the 12 nominees named in the Where: accompanying proxy statement for a one-year term expiring at the 2022 The Annual Meeting will be Annual Meeting of Shareholders. held exclusively online at Proposal 2: To approve, in an advisory vote, the compensation of our named www.virtualshareholdermeeting .com/LHX2021. executive officers as disclosed in the accompanying proxy statement. Proposal 3: To ratify our Audit Committee's appointment of Ernst & Young YOUR VOTE IS IMPORTANT LLP as our independent registered public accounting firm for our fiscal year 2021. Even if you plan to attend the virtual Annual Meeting, we encourage you to The accompanying proxy statement more fully describes these matters. vote your shares before the meeting to ensure they are counted. 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. All holders of common stock of record at the close of business on February HOW YOU CAN VOTE 26, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. Internet Before the Annual Meeting* The Annual Meeting will be virtual-only, held exclusively online, due to the www.proxyvote.com public health impact of COVID and to protect the health and well-being of our shareholders, employees and board of directors. The platform for the virtual Annual Meeting includes functionality that affords authenticated shareholders the same meeting participation rights and opportunities they Phone Before the would have at an in-person meeting. Instructions to access and log-in to Annual Meeting* the virtual Annual Meeting are provided under “Attending the Virtual Annual 1-800-690-6903 Meeting” on page 95 in the accompanying proxy statement, and once admitted, shareholders may view reference materials such as our list of shareholders as of the record date, submit questions and vote their shares by following the instructions that will be available on the meeting website. Mail Before the By Order of the Board of Directors, Annual Meeting Complete, sign and date your proxy/voting instruction card and mail in the postage-paid return envelope. Scott T. Mikuen Senior Vice President, General Counsel and Secretary Internet During the Melbourne, Florida Annual Meeting March 11, 2021 For instructions on voting during the virtual Annual Important notice regarding the availability of proxy materials for the Meeting, see page 97 of annual meeting of shareholders to be held on Friday, April 23, 2021: the accompanying proxy statement. The Proxy Statement and 2021 Annual Report to Shareholders are available at: www.l3harris.com/company/environmental-social-and-governance. * Until 11:59 p.m. Eastern time on April 22, 2021. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card. L3HARRIS 2021 PROXY STATEMENT i DEAR FELLOW L3HARRIS TECHNOLOGIES, INC. 1025 West NASA Boulevard SHAREHOLDERS Melbourne, Florida 32919 March 11, 2021 William M. Brown I am proud to convey the tremendous progress L3Harris made in the past year, despite Chair & CEO unforeseen challenges, due to the heroic efforts of our employees, suppliers and customers. Thanks to them, we were able to address the global health, economic and social challenges, while meeting our stakeholder commitments and achieving our merger integration goals ahead of schedule. In the first 18 months since the merger, we made significant progress integrating two large organizations into a single high-performance, technology-focused operating company – establishing a culture anchored on shared values, embedding operational excellence throughout the company, and improving efficiencies across the enterprise by harmonizing multiple human resource and IT systems under common platforms. These actions helped foster collaboration throughout the company, leading to both cost and revenue synergies. These are substantial accomplishments even under ideal circumstances – which 2020 was not – and highlighted the resiliency and dedication of our 48,000 employees, as well as our leadership team and your Board of Directors. On behalf of your Board, I am pleased to invite you to attend the 2021 Annual Meeting of Shareholders of L3Harris Technologies, Inc. to be held on Friday, April 23, 2021. The meeting will be virtual-only, held exclusively online, due to the public health impact of COVID and to protect the health and well-being of you and our employees and directors. You therefore will not be able to attend the meeting in person. The live, interactive audio webcast of the meeting at www.virtualshareholdermeeting.com/LHX2021 will provide the ability for you to vote and submit questions online, in addition to facilitating shareholder attendance and providing a consistent experience to all shareholders regardless of location. The accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement describe the matters to be acted on at the meeting, which include: > election of the 12 nominees for director named in the accompanying Proxy Statement for a one-year term expiring at the 2022 Annual Meeting of Shareholders; > approval, in an advisory vote, of the compensation of our named executive officers; > ratification of the appointment of our independent registered public accounting firm for our fiscal year 2021; and > such other business as may properly come before the meeting or any adjournments or postponements thereof. Your Board unanimously recommends that you vote FOR election of its nominees for director, FOR approval, in an advisory vote, of the compensation of our named executive officers and FOR ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2021. It is important that your shares be represented and voted at the meeting, even if you are unable to attend. You can ensure that your shares are represented and voted at the meeting by submitting your proxy/voting instruction over the Internet or by telephone, or by mail by using the traditional proxy/voting instruction if you received your proxy materials by mail. You can find instructions for these convenient ways to vote on both the Notice of Internet Availability of Proxy Materials and the proxy/voting instruction card, as well as in the accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement. Sincerely, William M. Brown Chair and Chief Executive Officer ii L3HARRIS 2021 PROXY STATEMENT CONTENTS PROXY SUMMARY 1 Fees Paid to Independent Registered Public Accounting Firm 91 PROPOSAL 1: ELECTION OF DIRECTORS 7 Pre-Approval of Audit and Non-Audit Services 91 Our Nominees as a Group 7 Voting Standard for Directors 8 SHARE OWNERSHIP 92 Criteria for Board Membership 8 Shares Owned By Directors, Nominees and Nominee Biographies 9 Executive Officers 92 Director Nomination Process 16 Principal Shareholders 93 Board Refreshment Policy 17 Delinquent Section 16(a) Reports 93 CORPORATE GOVERNANCE 18 SHAREHOLDER NOMINATIONS Our Board’s Role and Responsibilities 18 AND PROPOSALS 94 Stock Ownership Guidelines for INFORMATION ABOUT THE Non-Employee Directors 22 ANNUAL MEETING 95 Board Leadership Structure 22 APPENDIX A: RECONCILIATION OF GAAP Board Committees 25 TO NON-GAAP FINANCIAL MEASURES A-1 Other Governance Matters 28 Director Compensation and Benefits 29 PROPOSAL 2: TO APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 32 COMPENSATION DISCUSSION AND ANALYSIS 34 Executive Summary 34 Our Executive Compensation Philosophy and Practices 38 Overview of Our Main Executive Compensation Elements 43 Executive Compensation Decisions for Fiscal 2020 46 Employment Agreements 52 Other Compensation Elements 55 Other Compensation Policies 58 COMPENSATION COMMITTEE REPORT 60 RELATIONSHIP BETWEEN COMPENSATION PLANS AND RISK 61 COMPENSATION TABLES 62 CEO PAY RATIO 87 REPORT OF THE AUDIT COMMITTEE OF L3HARRIS 88 PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 90 The Board of Directors of L3Harris Technologies, Inc. is soliciting proxies to be voted at our 2021 Annual Meeting of Shareholders on April 23, 2021, 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 12, 2021. L3HARRIS 2021 PROXY STATEMENT iii 2021 Annual Meeting of Shareholders PROXY Friday, April 23, 2021 9:00 AM Eastern Time The Annual Meeting will be held exclusively online at SUMMARY www.virtualshareholdermeeting. com/LHX2021. Record Date: February 26, 2021 This summary does not contain all information shareholders should consider, and we encourage shareholders to read the entire proxy statement carefully. VOTING MATTERS For more Board’s information recommendation Proposal 1 Elect our Board’s 12 nominees for director for a one-year term expiring at the Page 7 FOR each nominee 2022 Annual Meeting of Shareholders Proposal 2 Approve, in an advisory vote, the compensation of our named
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