Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
(a) Identification of Directors: The information required by this Item with respect to our directors is incorporated herein by reference to the discussion under the headings Proposal 1: Election of Directors and Nominees for Election in our Proxy Statement for our 2018 Annual Meeting of Shareholders scheduled to be held on October 26, 2018 (our “2018 Proxy Statement”), which is expected to be filed within 120 days after the end of our fiscal 2018.
(b) Identification of Executive Officers: Certain information regarding our executive officers is included in Part I of this Report under the heading “Executive Officers of the Registrant” in accordance with General Instruction G(3) of Form 10-K.
(c) Audit Committee Information; Financial Expert: The information required by this Item with respect to the Audit Committee of our Board of Directors and “audit committee financial experts” is incorporated herein by reference to the discussions under the headings Summary Information Regarding Each of the Nominees and Board Committees and Committee Charters, Audit Committee in our 2018 Proxy Statement, which is expected to be filed within 120 days after the end of our fiscal 2018.
(d) Section 16(a) Beneficial Ownership Reporting Compliance: Information related to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading Section 16(a) Beneficial Ownership Reporting Compliance in our 2018 Proxy Statement, which is expected to be filed within 120 days after the end of our fiscal 2018.
(e) Code of Ethics: All of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and other senior accounting and financial officers, are required to abide by our Code of Conduct. Our Code of Conduct is posted on our website at https://www.harris.com/content/code-of-conduct and is also available free of charge by written request to our Director of Ethics and Compliance, Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919. We intend to disclose on the Code of Conduct section of our website at https://www.harris.com/content/code-of-conduct any amendment to, or waiver from, our Code of Conduct that is required to be disclosed to shareholders, within four business days following such amendment or waiver. The information required by this Item with respect to codes of ethics is incorporated herein by reference to the discussion under the heading Code of conduct in our 2018 Proxy Statement, which is expected to be filed within 120 days after the end of our fiscal 2018.
(f) Policy for Nominees: The information required under Item 407(c)(3) of Regulation S-K is incorporated herein by reference to the discussion concerning procedures by which shareholders may recommend nominees to our Board of Directors, submit nominees for inclusion in our proxy materials pursuant to our new “proxy access” provision of our By-Laws or directly propose nominees for consideration pursuant to our By-Laws but not pursuant to the proxy access provision contained under the heading Director Nomination Process and Criteria, and Board Diversity in our 2018 Proxy Statement, which is expected to be filed within 120 days after the end of our fiscal 2018. Except as described in the following paragraph, no material changes to those procedures have occurred since the disclosure regarding those procedures in our Proxy Statement for our 2017 Annual Meeting of Shareholders.
On May 30, 2018, we amended our By-Laws to implement “proxy access” and to make certain other changes, effective immediately. The proxy access provisions allow an individual eligible shareholder, or group of no more than 20 eligible shareholders, to nominate and include in our proxy materials candidates for election to our Board of Directors, as long as such shareholder or the shareholder group, as applicable, continuously owns 3% or more of the outstanding shares of our common stock for at least three years. The maximum number of proxy access nominees permitted is the greater of two or 20% of our Board of Directors (rounded down to the nearest whole number), provided that the shareholder(s) and the nominee(s) satisfy the eligibility and procedural requirements set forth in our By-Laws. The additional eligibility and procedural requirements include a requirement that a proxy access nomination notice must be delivered to us no earlier than 150 calendar days and no later than 120 calendar days before the first anniversary of the release date of our proxy materials for our prior year’s annual meeting of shareholders, as well as requirements that all nominees for directors and nominating stockholder(s) provide certain information, representations and agreements to us in order to be eligible for election.
Additional information concerning requirements and procedures for shareholders directly nominating directors is contained under the heading Shareholder Nominees for Director and Other Shareholder Proposals for 2019 Annual Meeting of Shareholders in our 2018 Proxy Statement, which is expected to be filed within 120 days after the end of our fiscal 2018.
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