<PAGE> 1
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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
HARRIS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ............
(2) Aggregate number of securities to which transaction applies: ...............
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): ...............................
(4) Proposed maximum aggregate value of transaction: ...........................
(5) Total fee paid: ............................................................
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid: ....................................................
(2) Form, Schedule or Registration Statement No.: ..............................
(3) Filing Party: ..............................................................
(4) Date Filed: ................................................................
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<PAGE> 2
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
HARRIS
PHILLIP W. FARMER
CHAIRMAN,
PRESIDENT AND
CHIEF EXECUTIVE
OFFICER
September 16, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of Harris Corporation. The meeting will be held at
the Melbourne Airport Hilton at Rialto Place in Melbourne,
Florida on Friday, October 24, 1997, starting at 10:00 a.m.,
local time.
The accompanying notice of the meeting and the proxy statement
cover the formal business of the meeting, which includes the
election of three directors for a three year term expiring in
2000, and the ratification of the appointment of auditors for the
coming year.
Following the business session, I will report on current
operations and on our forward plans. Following these reports
there will be an open discussion period during which your
questions and comments will be welcome.
The attendance of shareholders at our annual meetings has been
helpful in maintaining communications and understanding. We hope
you will be able to join us. Whether or not you plan to attend,
you can be sure your shares are represented at the meeting by
promptly completing, signing, dating and returning your proxy
form in the enclosed envelope.
Cordially,
/s/ Phillip W. Farmer
HARRIS CORPORATION Melbourne, Florida 32919 407/727-9100
<PAGE> 3
HARRIS CORPORATION
1025 WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32919
Notice of Annual Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK OF
HARRIS CORPORATION:
The 1997 Annual Meeting of the Shareholders of Harris Corporation will be
held at the Melbourne Airport Hilton at Rialto Place, Airport Boulevard,
Melbourne, Florida, on Friday, October 24, 1997, at 10:00 a.m. local time, for
the following purposes:
1. To elect three directors;
2. To ratify the selection of independent auditors for fiscal 1998; and
3. To transact such other business as may properly come before the meeting.
Holders of Common Stock of record at the close of business on August 29,
1997 will be entitled to vote at the meeting and all adjournments thereof.
By order of the Board of
Directors
RICHARD L. BALLANTYNE
Secretary
Melbourne, Florida
September 16, 1997
- --------------------------------------------------------------------------------
IMPORTANT NOTICE
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND
MAIL PROMPTLY THE ENCLOSED PROXY FOR WHICH A RETURN ENVELOPE IS PROVIDED.
- --------------------------------------------------------------------------------
<PAGE> 4
HARRIS CORPORATION
1025 WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32919
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held October 24, 1997
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of Harris
Corporation ("Harris" or the "Corporation"). A shareholder may revoke his proxy
at any time prior to the time it is voted at the meeting by filing with the
Secretary of the Corporation a written notice of revocation, by duly executing
and delivering a subsequent proxy bearing a later date, or by attending the
meeting and voting in person.
The record date for shareholders entitled to vote at the Annual Meeting is
August 29, 1997. This Proxy Statement, the accompanying proxy and a copy of the
Corporation's Annual Report to Shareholders for the fiscal year ended June 27,
1997, are being mailed to shareholders commencing on September 16, 1997.
The Corporation has only one class of outstanding shares, namely Common Stock,
par value $1 per share, of which there were 39,881,758 shares outstanding on the
record date and approximately 10,850 holders of record. Each share is entitled
to one vote.
On August 23, 1997, the Board of Directors approved a two-for-one stock split to
shareholders of record at the close of business on September 4, 1997. Each
shareholder of record at the close of business on September 4, 1997 will receive
one additional share for each share owned. The new share certificates will be
distributed to shareholders on or around September 26, 1997. ALL INFORMATION IN
THIS PROXY STATEMENT, INCLUDING SHARE NUMBERS, IS ON A PRE-SPLIT BASIS. The
shares to be received in the stock split are not entitled to be voted at the
Annual Meeting.
The shares represented by each valid proxy will be voted at the meeting or any
adjournment thereof, and, if a choice is specified in the proxy, the shares will
be voted in accordance with such specification. If no vote is specified, the
shares will be voted for the election of the nominees named in this Proxy
Statement and for the ratification of Ernst & Young LLP as the independent
auditors for fiscal 1998. The election of directors requires a plurality of the
votes cast. Withholding authority to vote for a particular nominee will not
prevent that nominee from being elected. The affirmative vote of a majority of
the shares present at the meeting is required to ratify the appointment of
auditors. An abstention from voting on this matter will have the effect of a
vote against the matter. With respect to shares held in brokerage accounts,
shares which are not voted by the broker with respect to a particular matter
will not be considered present and entitled to vote with respect to such matter,
although such shares may be considered present and entitled to vote
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<PAGE> 5
for other purposes and will be counted for purposes of determining the presence
of a quorum. If a quorum is present, these shares will not affect the
determination of whether such matter is approved.
So far as the directors of the Corporation are aware, no matters will be
presented to the meeting for action on the part of the shareholders other than
those stated in the notice. If any other matter is properly brought before the
meeting, it is the intention of the persons named in the proxy to vote the
shares to which the proxy relates in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Corporation. Officers and
employees may, by letter, telephone, or in person, make additional requests for
the return of proxies. The Corporation will reimburse brokerage houses,
custodians, nominees and others for their out-of-pocket expenses incurred in
connection with such solicitation. The Corporation also has retained Georgeson &
Company Inc. to aid in the solicitation of proxies at an estimated fee of $7,500
plus out-of-pocket expenses.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Corporation classifies the
Board of Directors into three classes with three year terms of office ending in
different years. This year, the terms of Ralph D. DeNunzio, Joseph L. Dionne and
Alexander B. Trowbridge expire at the Annual Meeting of Shareholders and each of
them has been nominated for a new three year term expiring at the Annual Meeting
of Shareholders in 2000. In accordance with the Restated Certificate of
Incorporation, a director shall hold office until the Annual Meeting of
Shareholders for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Vacancies may
be filled by the remaining directors.
The authorized number of directors is presently fixed at nine. From time to
time, the Board considers potential candidates, and as an appropriate candidate
is identified the Board will consider increasing the authorized number of
directors. The terms of the continuing directors will expire at subsequent
Annual Meetings of Shareholders.
The persons named in the accompanying proxy will vote in favor of electing the
nominees to serve for the terms identified above, unless otherwise specified in
the proxy. If any nominee shall become unavailable for election, the proxies
will be voted for the election of such persons, if any, as shall be designated
by the Board of Directors.
None of the incumbent directors, including each of the nominees, is related to
any other nominee or director or to any executive officer of the Corporation or
its subsidiaries by blood, marriage or adoption.
Biographical summaries of the nominees and of the continuing directors appear on
the following pages and data with respect to the number of shares of the
Corporation's Common Stock beneficially owned by them as of July 31, 1997 is set
forth in the table at page 11.
2
<PAGE> 6
Board of Directors
PHILLIP W. FARMER
Term Expiring 1998
[PHOTOGRAPH OF PHILLIP W. FARMER]
Mr. Farmer, 59, is chairman of the board, president and chief executive officer
of the Corporation. He joined Harris in 1982 as vice president-general manager
of the Government Support Systems Division, was named vice president-Palm Bay
Operations, Electronic Systems Sector in 1986, and senior vice president-sector
executive in 1988. He was elected president of the Electronic Systems Sector in
1989, executive vice president of the Corporation in 1991, president and chief
operating officer of the Corporation in 1993 and chairman of the board and chief
executive officer in 1995. Mr. Farmer was elected to the Harris Board in 1993
and is a member of the Executive and Finance Committee and the Investment
Committee for the Harris Retirement Plans. Prior to his employment with the
Corporation, Mr. Farmer held various management and technical positions with
General Electric for twenty years. He serves on the board of governors of the
Aerospace Industries Association. He is also a member of The Business Roundtable
and a trustee of the Florida Institute of Technology.
ROBERT CIZIK
Term Expiring 1999
[PHOTOGRAPH OF ROBERT CIZIK]
Mr. Cizik, 66, is a former chairman of the board and chief executive officer of
Cooper Industries, Inc., a diversified manufacturing company. He joined Cooper
Industries in 1961, and after a series of management positions, was elected
president and chief operating officer in 1973, chief executive officer in 1975,
chairman of the board in 1983 and retired in 1996. Mr. Cizik was elected to the
Harris Board in 1988 and is chairman of the Audit Committee and is a member of
the Ethics Committee and the Executive and Finance Committee. He is a director
of Air Products and Chemicals, Inc., Temple-Inland, Inc. and Easco, Inc. where
he also serves as non-executive chairman of the board.
3
<PAGE> 7
LESTER E. COLEMAN
Term Expiring 1998
[PHOTOGRAPH OF LESTER E. COLEMAN]
Dr. Coleman, 66, is the retired chairman of the board and chief executive
officer of the Lubrizol Corporation, a diversified specialty chemical company.
Dr. Coleman joined Lubrizol in 1955 as a research chemist. He was elected a
director of Lubrizol in 1974, became president in 1976, chief executive officer
in 1978 and chairman of the board in 1982. He retired from Lubrizol in 1996. Dr.
Coleman was elected to the Harris Board in 1985 and is a member of the Audit
Committee and the Management Development and Compensation Committee and is
chairman of the Ethics Committee. He is a director of Lubrizol Corporation,
Norfolk Southern Corporation and S. C. Johnson & Son, Inc.
ALFRED C. DECRANE, JR.
Term Expiring 1998
[PHOTOGRAPH OF ALFRED C. DECRANE, JR.]
Mr. DeCrane, 66, is the retired chairman of the board and chief executive
officer of Texaco Inc. He joined Texaco in 1959, became president in 1983,
chairman of the board in 1987 and was elected to the additional position of
chief executive officer in 1993. Mr. DeCrane was elected to the Harris Board in
1996 and is a member of the Audit Committee, the Corporate Governance Committee
and the Ethics Committee. Mr. DeCrane is a director of CIGNA Corporation and CPC
International Inc. and is a member of the Morgan Stanley International Advisory
Board. He also serves as a trustee of the Committee for Economic Development,
trustee and vice chairman of The Conference Board and as a member of the Board
of Trustees of the University of Notre Dame.
<PAGE> 8
RALPH D. DENUNZIO
Nominee for
Term Expiring 2000
[PHOTOGRAPH OF RALPH D. DENUNZIO]
Mr. DeNunzio, 65, is former chairman of the board and chief executive officer of
the investment banking firm of Kidder, Peabody & Co. Incorporated. Following his
retirement from Kidder, Peabody & Co. Incorporated in 1987, he became president
of Harbor Point Associates, Inc., a private investment and consulting firm in
New York City. Mr. DeNunzio served as chairman of the Board of Governors of the
New York Stock Exchange from 1971 to 1972 and as vice chairman from 1969 to
1971. He also served as chairman of the Securities Industry Association for the
year 1981. Mr. DeNunzio was elected to the Harris Board in 1973 and is a member
of the Executive and Finance Committee, the Investment Committee for the Harris
Retirement Plans and the Ethics Committee and is chairman of the Management
Development and Compensation Committee. He is a director of AMP Incorporated,
Federal Express Corporation and NIKE, Inc.
JOSEPH L. DIONNE
Nominee for
Term Expiring 2000
[PHOTOGRAPH OF JOSEPH L. DIONNE]
Mr. Dionne, 64, is chairman of the board and chief executive officer of The
McGraw-Hill Companies, Inc., a publishing and information company. He joined
McGraw-Hill as vice president of its book company in 1967, and after a series of
management positions, was elected president and chief operating officer in 1981,
president and chief executive officer in 1983, and chairman of the board and
chief executive officer in 1988. Mr. Dionne was elected to the Harris Board in
1989 and is chairman of the Corporate Governance Committee, and is a member of
the Ethics Committee, the Executive and Finance Committee and the Management
Development and Compensation Committee. He is a director of The Equitable Life
Assurance Society of the United States, The Equitable Companies, Inc., and Ryder
System, Inc. Mr. Dionne is a member of the board of trustees of Hofstra
University. He is currently chairman of the board of The United Way of Tri-State
and of the Council for Aid to Education.
5
<PAGE> 9
JOHN T. HARTLEY
Term Expiring 1999
[PHOTOGRAPH OF JOHN T. HARTLEY]
Mr. Hartley, 67, is the retired chairman of the board and chief executive
officer of the Corporation. He is the chairman of the Executive and Finance
Committee and the Investment Committee for the Harris Retirement Plans, and is a
member of the Ethics Committee. He joined Radiation Incorporated in 1956 as a
research engineer after serving one year as a member of the faculty of Auburn
University. He was appointed a vice president of Radiation in 1961. In 1968, a
year after the merger of Radiation with Harris, he was named vice
president-general manager of the Electronic Systems division. He was elected
vice president-group executive of Harris in 1971, executive vice president and a
director in 1976, president and principal operating officer in 1978, president
and chief operating officer in 1982, chief executive officer in 1986 and
chairman of the board in 1987. Mr. Hartley is a director of The Equitable
Companies, Inc., The Equitable Life Assurance Society of the United States, and
The McGraw-Hill Companies, Inc. He is also a director of the National
Association of Manufacturers and serves as the chairman of the Board of Trustees
of the Florida Institute of Technology. Mr. Hartley is a former member of the
President's National Security Telecommunications Advisory Committee and the
Defense Policy Advisory Committee on Trade.
KAREN KATEN
Term Expiring 1999
[PHOTOGRAPH OF KAREN KATEN]
Ms. Katen, 48, is president of the Pfizer U.S. Pharmaceuticals Group, executive
vice president of the global Pfizer Pharmaceuticals Group, corporate vice
president and a member of the Corporate Management Committee of Pfizer, Inc. Ms.
Katen joined Pfizer in 1974, following receipt of BA and MBA degrees from the
University of Chicago and held various management positions in the Roerig and
Pfizer Labs divisions. She was elected a corporate vice president in 1992,
executive vice president of the U.S. Pharmaceuticals Group in 1993 and president
in 1995. Ms. Katen was elected to the Harris Board in 1994 and is a member of
the Corporate Governance Committee, the Management Development and Compensation
Committee, and the Ethics Committee. She is vice chairman of the board of the
National Pharmaceutical Council, and she is a member of the Pharmaceutical
Research and Manufacturers Association of America, the board of the American
Bureau for Medical Advancement in China, Inc., and the boards of the YMCA of
Greater New York and the United Way of Tri-State. Ms. Katen is also a council
member of the graduate School of Business at the University of Chicago.
6
<PAGE> 10
ALEXANDER B.
TROWBRIDGE
Nominee for
Term Expiring 2000
[PHOTOGRAPH OF ALEXANDER B. TROWBRIDGE]
Mr. Trowbridge, 67, is a past president of the National Association of
Manufacturers, in which capacity he served for ten years. He was vice chairman
of Allied Chemical Corporation (now Allied-Signal Corporation) from 1976 to
1980, president of The Conference Board Inc. from 1970 to 1976, and president of
the American Management Association from 1968 to 1970. He was Secretary of
Commerce from 1967 to 1968. Mr. Trowbridge was elected to the Harris Board in
January 1990 and is a member of the Audit Committee, the Investment Committee
for the Harris Retirement Plans and the Ethics Committee. He is a director of
New England Mutual Life Insurance Company, Waste Management Inc., The Rouse
Company, The Sun Company, Inc., Sun Resorts International, The Gillette Company,
E. M. Warburg Pincus Counsellors Funds and ICOS Corporation. He also serves as a
trustee of Phillips Academy and is a member of the Council on Foreign Relations.
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<PAGE> 11
INFORMATION ON BOARD OF DIRECTORS AND COMMITTEES
MEETINGS AND ATTENDANCE
During the year, there were six meetings of the Board of Directors and eighteen
meetings of the standing committees of the Board. All directors attended more
than 75 percent of the aggregate of all meetings of the Board and of the Board
committees on which they served, except for Dr. Coleman who attended one meeting
less than 75 percent.
COMMITTEES OF THE BOARD
The Board has established six standing committees to assist in the discharge of
its responsibilities. The principal functions of each committee are described
below.
The Audit Committee assists the Board in ensuring that the Corporation's
financial, auditing and reporting practices, procedures and controls are within
acceptable limits of sound practice and in accordance with applicable laws and
regulations. The Committee meets periodically with the independent auditors,
together with representatives of management, as appropriate, for the purpose of
reviewing the scope and results of the annual audit of the financial statements
and the recommendations of the auditors. The Committee also reviews the nature
and extent of non-audit professional services performed by the auditors and
annually recommends to the Board of Directors the firm of independent public
accountants to be selected as auditors of the Corporation. The Committee held
three meetings during the past fiscal year. The members of the Audit Committee
are Messrs. Cizik (Chairman), Coleman, DeCrane and Trowbridge.
The Management Development and Compensation Committee (formerly the Management
Development and Nominating Committee) reviews and evaluates plans for the
development, training and utilization of the Corporation's management resources;
reviews the Corporation's compensation philosophy and establishes the
compensation of officers of the Corporation other than the chief executive
officer and president, whose compensation is approved by all the outside
directors; and administers the Corporation's stock incentive and stock based
compensation plans. The Committee held three meetings during the past fiscal
year. The members of the Management Development and Compensation Committee are
Messrs. Coleman, DeNunzio (Chairman) and Dionne and Ms. Katen.
The Corporate Governance Committee, which was established during fiscal 1997,
evaluates and recommends director nominees to the Board of Directors to fill
vacancies and to be elected at the annual meeting of the shareholders;
recommends directors' compensation and benefit plans to the Board; recommends
committees of the Board and committee members; sets meeting schedules for the
Board of Directors and recommends meeting schedules for the committees; and
facilitates the Board's evaluation of its effectiveness. The Corporate
Governance Committee considers suggestions for director nominees from all
sources, including shareholders. Any shareholder suggestion, together with an
appropriate biographical summary, should be sent to the Secretary of the
Corporation. In addition, the By-Laws of the Corporation establish certain
requirements concerning shareholder nominations for election of directors,
including that notice of such nominations be delivered to the Secretary of the
Corporation not less than 60 nor more than 90 days prior to the date of the
meeting. Each notice of nomination is required to contain the name and address
of the shareholder who intends to
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<PAGE> 12
make the nomination; the name, address and written consent of the nominee and
such other nominee information as would be required to be disclosed in a proxy
solicitation. The Committee held three meetings during the past fiscal year. The
members of the Corporate Governance Committee are Messrs. DeCrane and Dionne
(Chairman) and Ms. Katen.
The Executive and Finance Committee is authorized to evaluate and review the
Corporation's financial position, capital structure, significant capital asset
transactions, major acquisitions and divestitures, and during the intervals
between the meetings of the Board of Directors, to the extent permitted by law,
to exercise all of the powers of the Board (except for certain matters reserved
for the Board) in the management of the business of the Corporation. The
Committee held three meetings during the past fiscal year. The members of the
Executive and Finance Committee are Messrs. Cizik, DeNunzio, Dionne, Farmer and
Hartley (Chairman).
The Investment Committee for the Harris Corporation Retirement Plans oversees
the financial administration and operation of the Corporation's various
retirement and pension plans, including the selection and review of the
performance of the investment funds and the independent investment advisors for
the plans. The Committee held four meetings during the past fiscal year. The
members of the Investment Committee for the Harris Corporation Retirement Plans
are Messrs. DeNunzio, Farmer, Hartley (Chairman) and Trowbridge.
The Ethics Committee reviews and oversees the Corporation's continuing program
relating to standards of business conduct, sound business practices and legal
requirements in connection with the Corporation's business. The Committee held
two meetings during the past fiscal year. The Ethics Committee is comprised of
all the outside Directors. Dr. Coleman is the Chairman.
DIRECTORS' COMPENSATION
Non-employee directors receive an annual retainer fee of $26,500. In addition,
non-employee directors who serve on the standing committees receive an
additional annual fee of $1,500 for their services on each committee, plus
$1,000 if serving as chairman of a committee.
Each non-employee director receives $1,200 for attendance at each Board meeting
plus $800 for attendance at each committee meeting and for attendance at any
other meeting devoted to the affairs of the Corporation. Each non-employee
director is also reimbursed for out-of-pocket expenses incurred in connection
with attendance at Board and committee meetings. In addition, each non-employee
director is provided travel, accident and disability insurance in the event that
the director is involved in an accident while traveling on business relating to
the Corporation.
Under the Corporation's Stock Incentive Plan as currently in effect,
non-employee directors are automatically granted an option to purchase 1,000
shares of the Corporation's Common Stock on the date of each Annual Meeting. The
options are non-statutory options for tax purposes and are priced at 100% of the
fair market value on the date of grant. Fifty percent of the option shares
become exercisable on the first anniversary of the date of grant and twenty-five
percent on each of the next two succeeding anniversary dates; however, any
options outstanding for more than one year at the time a change in control of
the Corporation occurs become immediately exercisable. In the event of a
director's retirement, vested options may be exercised for three years
thereafter, and, in the event of
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<PAGE> 13
a director's death, options then exercisable may be exercised for twelve months
thereafter. In no event may such options be exercisable more than ten years
after the date of grant. Neither the Board nor any committee of the Board has
any discretion with respect to options granted to non-employee directors.
Under the Corporation's Directors Retirement Plan, each non-employee director
who has served at least five years as a director is eligible to receive benefits
under the Plan. The Plan provides for annual retirement and disability benefits
for each eligible director of the Corporation in an amount equal to fifty
percent of the annual retainer fee at retirement or disability, as the case may
be, plus an additional ten percent for each year of service on the Board in
excess of five years, up to one hundred percent of the retainer. Such benefits
are payable upon the later of retirement or attainment of age 65, or in the
event of disability and cease in the month following death unless a joint
survivor election was previously made. In the event of a change in control, a
retired director who is a beneficiary under the Plan will be paid a lump sum
payment equal to the actuarial equivalent of the retirement benefit and a
director who is not then a Plan beneficiary shall become a beneficiary upon the
later of completion of one year of service or the date of a change in control.
If due to a change in control, a director has not completed five years of
service, the actuarial equivalent of the benefit will be reduced pro rata based
on actual years of service.
Under the Corporation's 1997 Directors' Deferred Compensation Plan, which
replaced an existing plan, each non-employee director may elect to defer all or
a portion of such director's fees. Such deferred amounts may be invested in
investment alternatives similar to the investment alternatives available under
the Corporation's Retirement Plan. The Plan also permits directors to invest all
or a portion of such deferred fees into a Harris Stock Equivalents Fund,
pursuant to which a director's account is credited with a number of units of
Harris Stock Equivalents based upon the fair market value of the Corporation's
Common Stock on the last day of the calendar month in which the fees are
deferred. Amounts deferred under this Plan shall, at a director's election, be
payable to the director in either a lump sum cash payment on a date within five
years of resignation or retirement or in annual payments over a designated
number of years provided the amounts are fully paid within ten years of
resignation or retirement.
The Corporation makes available to non-employee directors tax preparation and
estate planning services of up to $5,000 per annum. Directors can also
participate in a matching gift program, where contributions to eligible
educational institutions and charitable organizations are matched on a
one-for-one basis up to an annual maximum of $10,000 per director.
It is the Corporation's policy that directors retire from the Board effective at
the end of the month in which they reach age seventy-two. In addition, a
director is expected to automatically tender his or her resignation in the event
of retirement or other significant change in status from the position held at
the time of election to the Board, although the Board may opt to have such
director continue to serve on the Board.
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<PAGE> 14
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL
OWNERS
The rules of the Securities and Exchange Commission require disclosure regarding
any person known to the Corporation to be a beneficial owner of more than five
percent of the Corporation's Common Stock. The Corporation knows of no person
who, or group which, owns more than five percent of its Common Stock as of July
31, 1997.
The following table shows the beneficial ownership of the Corporation's Common
Stock as of July 31, 1997 (except for Mr. Numann whose ownership is as of June
30, 1997), for each director, including the nominees for election at the Annual
Meeting, each of the executive officers named in the Summary Compensation Table
and the directors and all executive officers as a group. Except as otherwise
noted, the named individual or family members had sole voting and investment
power with respect to such securities.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OWNED (1)
- --------------------------------------------------------------------------------------
<S> <C>
Wesley E. Cantrell (2).................................................. 79,570
Robert Cizik (3)........................................................ 5,750
Lester E. Coleman (3)(4)................................................ 5,750
Alfred C. DeCrane, Jr................................................... 1,021
Ralph D. DeNunzio (3)................................................... 7,750
Joseph L. Dionne (3).................................................... 4,993
Phillip W. Farmer (2)................................................... 162,035
John C. Garrett (2)..................................................... 46,765
John T. Hartley (3)(4).................................................. 58,990
Karen Katen (3)......................................................... 3,000
Guy W. Numann (2)....................................................... 83,902
Bryan R. Roub (2)....................................................... 59,720
Alexander B. Trowbridge (3)............................................. 4,950
Directors and Executive Officers as a group (5)......................... 609,673
<FN>
---------------
(1) No individual director, nominee for director or named executive officer
beneficially owns 1% or more of the Corporation's outstanding Common Stock.
The directors and executive officers as a group beneficially own 1.53% of
the Corporation's outstanding Common Stock.
(2) The shares reported include (i)performance shares awarded under the
Corporation's Stock Incentive Plan for which the performance period has not
expired and as to which the named individuals have sole voting power but no
investment power, as follows: Mr. Farmer -- 55,000 shares; Mr. Cantrell --
10,000 shares; Mr. Garrett -- 20,000 shares; Mr. Numann -- 17,166 shares;
and Mr. Roub -- 18,500 shares; and (ii) shares underlying stock options
granted under the Corporation's Stock Incentive Plan, or its predecessor,
the Stock Option Plan for Key Employees, which are exercisable within 60
days of July 31, 1997, as follows: Mr. Farmer -- 67,500 shares; Mr. Cantrell
-- 48,542 shares; Mr. Garrett -- 17,591 shares; Mr. Numann -- 9,043 shares;
and Mr. Roub -- 15,892 shares.
11
<PAGE> 15
(3) The shares reported include shares underlying stock options granted under
the Corporation's Stock Incentive Plan, which are exercisable within 60 days
of July 31, 1997, as follows: Mr. Cizik -- 4,750 shares; Dr. Coleman --
4,250 shares; Mr. DeNunzio -- 4,750 shares; Mr. Dionne -- 4,750 shares; Mr.
Hartley -- 19,186 shares; Ms. Katen -- 500 shares; and Mr. Trowbridge --
3,250 shares.
(4) The shares reported do not include shares owned by family members as
follows: Dr. Coleman -- 300 shares; and Mr. Hartley -- 1,000 shares. Dr.
Coleman and Mr. Hartley disclaim beneficial ownership of such shares.
(5) The shares reported as owned by the directors and all executive officers as
a group include (i) 158,234 performance shares awarded to the executive
officers under the Corporation's Stock Incentive Plan for which the
performance period has not expired and as to which the executive officers
have sole voting power but no investment power; and (ii) 228,199 shares
underlying stock options granted under the Corporation's Stock Incentive
Plan, or its predecessor, the Stock Option Plan for Key Employees, which are
exercisable within 60 days of July 31, 1997. The shares reported do not
include 1,300 shares owned by family members, for which such directors and
executive officers disclaim beneficial ownership.
</TABLE>
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Management Development and Compensation Committee, which is comprised of
non-employee directors, approves the Corporation's compensation philosophy and
the compensation, perquisites and other benefits of the Corporation's executive
officers under salary, incentive and other plans authorized by the Board of
Directors or the Corporation's shareholders. In addition, the Committee
recommends for consideration and approval by all of the non-employee directors
the compensation for the Chief Executive Officer.
Compensation Philosophy
The Corporation's executive compensation philosophy is designed to meet the
needs of the Corporation, its executives and its shareholders. The executive
compensation program is structured to:
- closely link compensation to the individual's performance and the
Corporation's financial results;
- align the interests of the Corporation's executives and its shareholders
by emphasizing both the short term and strategic focus of the
Corporation's businesses and by facilitating management stock ownership;
and
- enable the Corporation to attract and retain a world class management
team.
This philosophy applies to all management employees of the Corporation including
the executive officers named in the Summary Compensation Table. The
Corporation's executive compensation program is composed of: (i) an annual cash
component, consisting of salary and an incentive based on the financial
performance of: a Sector or Division in the case of Sector and Division
management, respectively; a Sector and the Corporation in the case of the Sector
Presidents; and the Corporation in the case of the other Corporate officers; and
(ii) a long-term incentive component, consisting of stock options and per-
12
<PAGE> 16
formance shares. Mr. Cantrell participates in the Lanier Key Contributor Bonus
Plan and the Harris Stock Incentive Plan.
The Corporation utilizes a formal system for evaluating executive performance.
Executive annual cash compensation consisting of base pay and an annual
incentive award opportunity is determined by reference to: external industrial
surveys of compensation of executives in similar positions; past individual
performance and experience in the position; proxy statement compensation
analyses; and scope of responsibility. The payouts for annual incentive awards
are based upon the degree of achievement of the net income target of the
executive's business unit which is established at the start of the year as part
of the Corporation's strategic planning process. Similarly, executive long-term
compensation payouts in the form of performance shares or cash are also tied to
the degree of attainment of financial and operating goals and objectives
outlined in the strategic planning process.
The Corporation's executive compensation program is designed to ensure that
executive pay remains competitive with pay for comparable jobs, responsibilities
and performance in leading industrial companies. The Corporation periodically
retains outside compensation and benefit consultants to review the Corporation's
executive compensation programs.
Total Annual Compensation
Annual cash compensation consists of a fixed salary and an opportunity for a
variable performance incentive. The Corporation's Annual Incentive Plan, which
was approved by the shareholders of the Corporation at the 1995 Annual Meeting,
provides for payment of a specified amount based upon achievement of specific
financial objectives. Performance is measured as a percent of attainment against
these objectives. Payments may not exceed 200% of the designated amount. The
percentage of total annual pay attributable to incentive compensation increases
proportionately with the executive's level of management responsibility. For the
executive officers named in the Summary Compensation Table, planned incentive
compensation ranged from 48% to 57% of total annual compensation for fiscal
1997.
Long-Term Compensation
The Corporation's Stock Incentive Plan, which was initially approved by the
shareholders at the 1990 Annual Meeting and which was subsequently amended and
approved by the shareholders of the Corporation at the 1995 Annual Meeting,
aligns executive interests and shareholder interests. The Plan permits the
granting of any or all of the following types of awards: (1) performance shares
(or units) conditioned upon meeting performance criteria, (2) restricted stock
(or units), (3) stock options, including incentive stock options, (4) stock
appreciation rights, independent of or in tandem with stock options, and (5)
other awards valued in whole or in part by reference to, or otherwise based on,
the Corporation's Common Stock.
The Committee believes that through the use of stock incentives the interests of
the Corporation's executives are directly related to enhancing shareholder
value. To date, the Committee has granted only performance share awards and
stock options. With respect to performance share awards, the Committee
determines the applicable performance criteria utilizing the Corporation's
strategic planning process and a period of time (generally, three fiscal years)
during which the Corporation's performance is to be measured. The Committee
assigns each participant a number of performance shares and establishes a means
13
<PAGE> 17
for computing the number of performance shares that can be earned during the
period based on: the performance of a Sector or Division in the case of Sector
and Division management, respectively; of a Sector and the Corporation in the
case of the Sector Presidents; and of the Corporation in the case of other
Corporate officers. For fiscal 1997, participant payouts ranged from zero to
150% of the assigned performance share award. Performance shares are valued in
direct relation to the market value of the equivalent number of shares of the
Corporation's Common Stock. Stock options are granted at fair market value as of
the grant date, vest over three years, and have a term of not greater than ten
years. Stock options provide value to the executives only when the price of the
Corporation's Common Stock increases above the option grant price.
Grants made to the executive officers under the Corporation's Stock Incentive
Plan and Annual Incentive Plan comply with the requirements of Internal Revenue
Code Section 162(m) relating to the tax deductibility of certain compensation
exceeding $1,000,000 for executive officers named in the Summary Compensation
Table. In any year, however, the Board or the Committee may determine in light
of all applicable circumstances that it would be in the best interests of the
Corporation for compensation to be paid under such plans or otherwise in a
manner that would not qualify such compensation as performance based under
Section 162(m).
Chief Executive Officer Compensation
In determining Mr. Farmer's base salary, incentive compensation and performance
share award for fiscal 1997, the Committee considered both the Corporation's
performance and Mr. Farmer's individual performance by the same measures
described above for determining executive officer compensation.
Under the Corporation's Annual Incentive Plan, Mr. Farmer received annual
incentive compensation for fiscal 1997 based upon 104.91% achievement of the
Corporation's net income target for the year. Mr. Farmer's long-term incentive
compensation was based upon aggregate earnings per share performance compared
with the aggregate earnings per share target established for the three year
period commencing July 1, 1994 and ending June 27, 1997. Based upon the
performance of the Corporation and the payout formula recommended by the
Committee, the Board of Directors authorized a payout of 27,500 shares for Mr.
Farmer for the three year period commencing July 1, 1994 and ended June 27,
1997.
Ralph D. DeNunzio, Chairman
Lester E. Coleman
Joseph L. Dionne
Karen Katen
14
<PAGE> 18
PERFORMANCE GRAPH
The graph below compares the performance of the Corporation with the performance
of the Standard and Poor's ("S&P") 500 Composite Index and the S&P High
Technology Composite Index. The comparison of total return on investment (change
in year end stock price plus reinvested dividends) for each of the periods
assumes that $100 was invested on June 30, 1992 in the Corporation and each of
the indices.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500, S&P HIGH TECH AND HARRIS CORPORATION
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) S&P 500 S&P HIGH TECH HARRIS
<S> <C> <C> <C>
1992 100 100 100
1993 114 117 145
1994 115 127 170
1995 145 206 206
1996 183 245 249
1997 247 373 365
</TABLE>
15
<PAGE> 19
SUMMARY COMPENSATION TABLE
The table below sets forth annual and long-term compensation for services to the
Corporation for the fiscal years ended June 27, 1997, June 30, 1996 and June 30,
1995 for those executives who, as of June 27, 1997 were (i) Chief Executive
Officer and (ii) the other four most highly compensated executives of the
Corporation.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------------------
AWARDS
----------
ANNUAL COMPENSATION SECURITIES PAYOUTS
------------------------------------------ UNDERLYING ----------
OTHER ANNUAL OPTIONS/ LTIP ALL OTHER
NAME AND COMPENSATION(1) SARS PAYOUTS(2) COMPENSATION(4)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) # ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
P. W. Farmer 1997 591,667 658,920 83,600 32,869 2,411,406 181,435
Chairman, President 1996 533,333 507,700 81,600 31,880 1,220,000 171,576
and Chief Executive 1995 441,667 407,775 80,662 0 774,375 126,880
Officer
W.E. Cantrell 1997 300,000 403,100 15,200 12,994 302,500 (3) 25,411
President -- Lanier 1996 297,462 372,960 6,800 15,203 225,000 (3) 9,414
Worldwide 1995 283,077 358,750 0 8,000 132,000 (3) 7,677
J.C. Garrett 1997 296,667 251,887 30,400 16,000 894,413 84,771
President -- 1996 277,500 235,761 34,000 10,000 610,000 89,893
Semiconductor Sector 1995 262,500 304,810 24,800 0 0 79,599
G.W. Numann 1997 296,667 256,980 38,760 11,577 939,133 97,679
President -- 1996 277,500 276,293 35,360 14,902 742,980 98,939
Communications 1995 262,500 300,196 43,591 0 542,063 88,341
Sector*
B.R. Roub 1997 277,500 285,532 28,120 11,098 868,106 87,222
Senior Vice President 1996 263,333 253,850 30,600 16,623 549,000 84,717
and Chief Financial 1995 253,333 260,976 38,068 6,467 464,625 74,578
Officer
</TABLE>
---------------
* Mr. Numann retired from the Corporation on July 1, 1997.
(1) None of the executive officers named in the Summary Compensation Table
received personal benefits in excess of the lesser of $50,000 or 10% of
annual salary and bonus for fiscal 1997, 1996 or 1995. The amounts reported
represent dividend equivalent payments on outstanding performance shares
granted under the Stock Incentive Plan for which the performance period had
not expired.
(2) The value of the performance shares earned for the three year period ended
June 27, 1997 (Mr. Farmer -- 27,500; Mr. Garrett -- 10,200; Mr. Numann --
10,710; and Mr. Roub -- 9,900 shares) is based upon the closing price of the
Corporation's Common Stock on June 27, 1997. The value of performance shares
earned for the three year period ended June 30, 1996 (Mr. Farmer -- 20,000;
Mr. Numann -- 12,180; Mr. Garrett -- 10,000; and Mr. Roub -- 9,000) is based
upon the closing price of the Corporation's Common Stock on June 30, 1996.
The value of the performance shares earned for the three year period ended
June 30, 1995 (Mr. Farmer -- 15,000; Mr. Numann -- 10,500; and Mr. Roub --
9,000) is based upon the closing price of the Corporation's Common Stock on
June 30, 1995.
As of June 27, 1997, the aggregate number and value of performance shares
awarded under the Corporation's Stock Incentive Plan for which the
performance period had not expired is as follows: Mr. Farmer -- 30,000
shares, with a value of $2,630,625; Mr. Cantrell -- 10,000 shares, with a
value of $876,875; Mr. Garrett -- 10,000 shares, with a value of $876,875;
Mr. Numann -- 6,666 shares, with a
16
<PAGE> 20
value of $584,525; and Mr. Roub -- 9,500 shares, with a value of $833,031.
The value of the aggregate unearned performance shares is based upon the
$87.69 closing price of the Corporation's Common Stock on June 27, 1997.
(3) Mr. Cantrell's payouts were made pursuant to grants under the Lanier
Worldwide, Inc. Long Term Incentive Plan For Key Employees. The payments
reflected in the table for fiscal 1997, 1996 and 1995 are for performance
during the three year performance periods ended June 27, 1997, June 30, 1996
and June 30, 1995, respectively.
(4) Amounts reported include:
(i) Contributions to the Harris Corporation Retirement Plan for fiscal
1997: Mr. Farmer -- $12,000; Mr. Garrett -- $12,000; Mr. Numann --
$12,000; and Mr. Roub -- $12,000; for fiscal 1996: Mr. Farmer --
$12,000; Mr. Garrett -- $12,000; Mr. Numann -- $12,000; and Mr. Roub --
$12,000; for fiscal 1995: Mr. Farmer -- $15,964; Mr. Garrett --
$16,879; Mr. Numann -- $12,144; and Mr. Roub -- $11,992.
(ii) Contributions to the Corporation's Supplemental Executive Retirement
Plan for fiscal 1997: Mr. Farmer -- $156,385; Mr. Garrett -- $67,982;
Mr. Numann -- $74,236; and Mr. Roub -- $68,463; for fiscal 1996: Mr.
Farmer -- $147,096; Mr. Garrett -- $73,128; Mr. Numann -- $75,442; and
Mr. Roub -- $58,532; for fiscal 1995: Mr. Farmer -- $100,464; Mr.
Garrett -- $58,644; Mr. Numann -- $65,123; and Mr. Roub -- $47,095.
(iii) Contributions on behalf of Mr. Cantrell to the Lanier Worldwide, Inc.
Savings Incentive Plan for fiscal 1997 of $4,500; for fiscal 1996 of
$4,500; and for fiscal 1995 of $4,500.
(iv) The taxable portion of premiums on life insurance provided by the
Corporation for fiscal 1997: Mr. Farmer -- $13,050; Mr. Cantrell --
$4,914; Mr. Garrett -- $4,343; Mr. Numann -- $11,443; and Mr. Roub --
$6,759; for fiscal 1996: Mr. Farmer -- $12,480; Mr. Cantrell -- $4,914;
Mr. Garrett -- $4,765; Mr. Numann -- $11,517; and Mr. Roub -- $4,256;
for fiscal 1995: Mr. Farmer -- $10,452; Mr. Cantrell -- $3,177; Mr.
Garrett -- $4,076; Mr. Numann -- $11,074; and Mr. Roub -- $4,054.
17
<PAGE> 21
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Shown below is additional information on grants of stock options made under the
Stock Incentive Plan during the fiscal year ended June 27, 1997. The amounts
shown for potential realizable values are based upon assumed annualized rates of
stock price appreciation of five percent and ten percent over the full ten year
term of the options, as required by the Securities and Exchange Commission and
are not intended to represent or forecast possible future appreciation, if any,
of the Corporation's Common Stock price.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR OPTION
OPTIONS/SARS GRANTED TO EXERCISE OR TERM
GRANTED(1) EMPLOYEES IN BASE PRICE EXPIRATION -------------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
P. W. Farmer 30,000 8.53 $ 61.375 8/23/06 $1,157,952 $2,934,478
864 0.24 $ 86.750 8/27/98 $ 4,934 $ 9,942
561 0.15 $ 86.750 1/22/98 $ 1,721 $ 3,419
1,444 0.41 $ 86.750 8/27/98 $ 8,247 $ 16,616
- -------------------------------------------------------------------------------------------------------------
W. E. Cantrell 10,000 2.84 $ 61.375 8/23/06 $ 385,984 $ 978,159
1,363 0.38 $ 71.375 8/24/00 $ 18,804 $ 40,108
1,631 0.46 $ 71.375 8/28/02 $ 36,801 $ 82,676
- -------------------------------------------------------------------------------------------------------------
J. C. Garrett 10,000 2.84 $ 61.375 8/23/06 $ 385,984 $ 978,159
5,247 1.49 $ 71.375 4/23/03 $ 134,529 $ 307,574
753 0.21 $ 71.375 8/25/05 $ 28,140 $ 68,594
- -------------------------------------------------------------------------------------------------------------
G. W. Numann 949 0.26 $ 77.250 1/22/98 $ 3,614 $ 7,226
2,594 0.73 $ 77.250 8/27/98 $ 16,067 $ 32,585
3,867 1.10 $ 81.875 7/01/00 $ 159,812 $ 386,791
4,167 1.18 $ 81.875 8/26/99 $ 41,973 $ 86,794
- -------------------------------------------------------------------------------------------------------------
B. R. Roub 10,000 2.84 $ 61.375 8/23/06 $ 385,984 $ 978,159
190 0.05 $ 88.250 1/22/98 $ 595 $ 1,183
908 0.25 $ 88.250 1/22/98 $ 2,845 $ 5,652
- -------------------------------------------------------------------------------------------------------------
</TABLE>
------------------
<TABLE>
<S> <C> <C>
Shareholder Gain(2) $2,195,529,223 $5,563,902,116
Named Executive Officers' gain as % of all shareholder gain 0.13% 0.12%
</TABLE>
(1) All stock option grants were made under the Corporation's Stock Incentive
Plan. The term of each stock option is generally ten years and is
exercisable in installments of: 50% after one year; 75% after two years; and
100% after three years. The exercise price is the closing price of a share
of the Corporation's Common Stock on the date of grant. The exercise price
may be paid in cash and/or shares of the Corporation's Common Stock, or
"cashless exercise" procedures may be used. If shares of the Corporation's
Common Stock are delivered in payment of the exercise price, a Restoration
Stock Option ("RSO") will be granted equal to the number of shares used to
exercise the stock option. The expiration date of these options is
coterminous with the expiration date of the underlying options. RSO grants
are non-qualified, and are exercisable commencing six months after the date
of grant at the market value on the grant date. Other than the first listed
option grant for each of Messrs. Farmer, Cantrell, Garrett and Roub, the
options listed represent RSO grants. In the event of a change in control,
outstanding options become immediately exercisable.
(2) Shareholder gain reflects the hypothetical increase in market value of the
Corporation's Common Stock for all shareholders, assuming annual stock price
appreciation at 5% and 10%, respectively, over a ten year period.
18
<PAGE> 22
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
Shown below is information with respect to the options exercised and unexercised
options to purchase the Corporation's Common Stock for those executive officers
named in the Summary Compensation Table. These grants were made under the Stock
Incentive Plan, and its predecessor, the Stock Option Plan for Key Employees.
The data reported is as of June 27, 1997.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL FISCAL YEAR-END(1)
SHARES VALUE YEAR-END(#) ($)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
P. W. Farmer 7,744 $ 430,027 45,000 47,869 $1,976,563 $ 1,228,002
W. E. Cantrell 7,043 291,459 36,048 19,994 1,570,006 536,652
J. C. Garrett 10,909 347,272 4,091 21,000 118,895 506,313
G. W. Numann 30,108 1,330,831 0 17,077(2) 0 243,521
B. R. Roub 1,474 33,165 8,642 15,598 220,611 393,906
</TABLE>
---------------
(1) Based on the June 27, 1997 closing price of $87.69 per share of the
Corporation's Common Stock as reported by the New York Stock Exchange.
(2) The 17,077 options held by Mr. Numann include 9,043 which vested and 8,034
which expired in connection with Mr. Numann's retirement from the
Corporation, effective July 1, 1997.
19
<PAGE> 23
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
Shown below is information with respect to awards of performance shares granted
under the Stock Incentive Plan during the fiscal year ended June 27, 1997 to
those executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD NON-STOCK PRICE-BASED PLANS
UNTIL -------------------------------------------------
NUMBER OF MATURATION OR THRESHOLD TARGET MAXIMUM
NAME SHARES PAYOUT SHARES SHARES SHARES
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
P. W. Farmer 15,000 6/30/99 0 15,000 30,000
W. E. Cantrell 5,000 6/30/99 0 5,000 10,000
J. C. Garrett 5,000 6/30/99 0 5,000 10,000
G. W. Numann 10,000 6/30/99 0 10,000 20,000
B. R. Roub 5,000 6/30/99 0 5,000 10,000
</TABLE>
---------------
Awards of performance shares under the Stock Incentive Plan to participants are
made at the beginning of each performance period and are earned based on the
performance of the division, the sector, the Corporation or some combination
thereof. The plan is designed to motivate key employees to maximize shareholder
value by aligning their interests with shareholder interests. The payout is
determined by the Board in the case of Mr. Farmer, and by the Management
Development and Compensation Committee in the case of the other executive
officers and is based upon financial performance compared with Strategic Plan
objectives. Performance criteria include the Corporation's cumulative earnings
per share over the three year Strategic Plan cycle for Messrs. Farmer and Roub.
In the case of Messrs. Garrett and Numann, 80% of the award is based upon
relevant sector cumulative net income over the Strategic Plan cycle and 20% on
the Corporation's cumulative earnings per share over the Strategic Plan cycle.
Mr. Cantrell's award is based on Lanier Worldwide's cumulative net income over
the Plan cycle. Share payouts are made following the determination of the
Committee and, in the case of Mr. Farmer, the Board of Directors, and range from
zero to a maximum of 200% of the original shares awarded. The terms of these
awards comply with Internal Revenue Code Section 162(m) requirements.
Participants receive quarterly cash payments on the performance share awards in
an amount equal to dividends paid to shareholders on the Corporation's Common
Stock.
In the event of a change in control, the performance objectives applicable to
the award are deemed to be attained. For performance shares awarded prior to
July 1, 1996, such awards are cashed out immediately prior to the change in
control. For performance shares awarded after July 1, 1996, including those
stated in the table above, shares are paid out at the end of the performance
period, provided, however: (i) in the event of death, disability, retirement or
involuntary termination other than for cause, the shares shall be paid as soon
as practicable; (ii) in the event of resignation or termination for cause, the
shares shall be forfeited; and (iii) in the event of certain defined changes in
the Corporation's capital structure, then, at the participant's election, the
award shall be paid in shares or cash, as soon as practicable.
------------------
LANIER WORLDWIDE PENSION PLAN
The Lanier Worldwide, Inc. Pension Plan is a defined benefit plan. Substantially
all of the United States employees of Lanier Worldwide and its participating
subsidiaries are eligible to
20
<PAGE> 24
participate. The Plan is fully paid by Lanier Worldwide, and employees become
vested upon the completion of five years of service. For an employee retiring at
age 65, annual pension benefits are determined by adding (a) 1.22% of the
average of the employee's five highest consecutive years' compensation in the
last ten calendar years before retirement, multiplied by the lesser of the
employee's years of service or 30, and (b) .33% of that part of the employee's
five-year average compensation in excess of a certain amount, multiplied by the
lesser of the employee's years of service or 30. The following table sets forth
the estimated annual pension benefits payable upon retirement in specified
compensation and years of service classifications. The amounts shown in the
table apply to employees of Lanier Worldwide retiring after June 30, 1997, at
age 65 or older.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST
CONSECUTIVE ESTIMATED ANNUAL ANNUITY FOR
5-YEAR CREDITED YEARS OF SERVICE
AVERAGE ------------------------------------------------
COMPENSATION 15 20 25 30
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 21,887 29,183 36,479 43,775
200,000 45,137 60,183 75,229 90,275
300,000 68,387 91,183 113,979 136,775
400,000 91,637 122,183 152,729 183,275
500,000 114,887 153,183 191,479 229,775
600,000 138,137 184,183 230,228 276,275
</TABLE>
Compensation pursuant to the plan is base salary, bonuses and sales commissions.
Base salary for purposes of calculating retirement benefits under the Plan
includes amounts deferred under the Lanier Worldwide, Inc. Savings Incentive
Plan. For fiscal 1997, average compensation for Mr. Cantrell does not include
amounts earned under the Long Term Incentive Plan. As of June 27, 1997, Mr.
Cantrell's average compensation, as currently limited by the Internal Revenue
Code of 1986, as amended, was $150,000, and he had 30 credited years of service
in the Plan. Effective July 1, 1997, the Lanier Worldwide Pension Plan has been
revised; however, such revisions will not impact Mr. Cantrell's benefits.
Lanier Worldwide's Supplemental Executive Retirement Plan furnishes certain
employees retirement benefits which would have been available under the Pension
Plan but for the limitations imposed by the Internal Revenue Code. Upon
retirement or other termination, the then value of the excess benefits are
payable in cash.
EXECUTIVE SEVERANCE AGREEMENTS
To provide continuity of management and dedication of the Corporation's
corporate officers in the event of a threatened or actual change in control of
the Corporation, the Board of Directors has approved severance agreements for
the officers, including the executive officers named in the Summary Compensation
Table. The officer is entitled to payments in the event of termination of
employment for defined reasons during a two year period following a change in
control. Upon termination, other than for cause, disability, resignation or
retirement, the officer is entitled to payments in an amount equal to one, two
or three times annual base and incentive compensation, depending on the
officer's responsibilities. The compensation amounts are three years for Mr.
Farmer and two years for the other named executive officers. In addition, the
agreements provide for the payment of any federal excise taxes payable by the
officer in the event the officer's employment is terminated. The agreements also
provide for vesting of amounts in the Corporation's retirement plan for the
account of the executive and continuation of employee, welfare and fringe
benefits and paid vacation for a period of two years following a change in
control. In connection with Mr. Numann's retirement on July 1, 1997, 9,043 of
his options granted under the Corporation's Stock Incentive Plan were amended to
become immediately exercisable.
21
<PAGE> 25
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Corporation believes that during fiscal 1997 all reports for the
Corporation's executive officers and directors that were required to be filed
under Section 16 of the Securities Exchange Act of 1934 were timely filed.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends that the shareholders ratify the appointment
of Ernst & Young LLP, independent public accountants, to audit the books and
accounts of the Corporation for the current fiscal year. A representative of
Ernst & Young LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if he desires to do so and to be available to
respond to appropriate questions of shareholders.
------------------
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1998 annual meeting of
shareholders and to be included in the Corporation's proxy statement and form of
proxy for that meeting must be received by the Corporation at its principal
executive offices not later than May 19, 1998. In addition, the By-Laws of the
Corporation contain requirements relating to the timing and content of the
notice which shareholders must provide to the Secretary of the Corporation for
any matter or any director nomination to be properly presented at a shareholders
meeting. A copy of the By-Laws may be obtained upon written request to the
Secretary of the Corporation.
By Order of the Board of Directors
Richard L. Ballantyne
Secretary
Melbourne, Florida
September 16, 1997
22
<PAGE> 26
P R O X Y
HARRIS CORPORATION
MELBOURNE, FLORIDA 32919
P.W. FARMER, B.R. ROUB and R.L. BALLANTYNE, or any of
them, are hereby authorized and appointed, with full power of
substitution, to represent and to vote the stock of the
undersigned at the Annual Meeting of Shareholders of the
Corporation to be held on October 24, 1997, or at any
adjournment, upon such business as may properly come before
the meeting, including the following items as set forth in
the Proxy Statement.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR PROPOSAL 2. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
------------------------------------------------------
Comments/Address Change: Please note here and mark
box on reverse side
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
------------------------------------------------------
(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 27
/X/ PLEASE MARK
EACH VOTE
LIKE THIS
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS (terms expiring in 2000): / / / / 2. Ratification of the / / / / / /
RALPH D. DeNUNZIO, JOSEPH L. DIONNE, selection of
ALEXANDER B. TROWBRIDGE Ernst & Young LLP
as auditors
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
NOMINEE(S): AND WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, IT WILL BE VOTED FOR EACH ITEM SET FORTH
- -------------------------------------------- ABOVE.
PROXY-PLEASE MARK, DATE, SIGN AND MAIL PROMPTLY
______
|
|
COMMENTS/ADDRESS CHANGE
Please mark this box if you have / /
written comments/address change
on the reverse side
Signature(s)_____________________________________________________________________________ Date___________________________
Please sign exactly as name appears above. When signing as attorney, executor, administrator,
trustee, or guardian, give your full title as such.
- -------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
<PAGE> 28
HARRIS CORPORATION
MELBOURNE, FLORIDA 32919
TO PARTICIPANTS IN THE RETIREMENT PLAN HARRIS STOCK FUND:
THIS INSTRUCTION CARD IS SOLICITED BY THE HARRIS RETIREMENT
PLAN TRUSTEE. UNDER THE TERMS OF THE HARRIS RETIREMENT PLAN,
IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON OCTOBER 24, 1997, A PARTICIPANT MAY PROVIDE
INSTRUCTIONS TO THE PLAN TRUSTEE ON HOW TO VOTE THE SHARES
ALLOCABLE TO THAT PARTICIPANT'S HARRIS STOCK FUND ACCOUNT,
INCLUDING THE FOLLOWING ITEMS AS SET FORTH IN THE PROXY
STATEMENT.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE.
(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 29
/X/ PLEASE MARK
EACH VOTE
LIKE THIS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS (terms expiring in 2000): / / / / 2. Ratification of the / / / / / /
RALPH D. DeNUNZIO, JOSEPH L. DIONNE, selection of
ALEXANDER B. TROWBRIDGE Ernst & Young LLP
as auditors
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING VOTING INSTRUCTION CARD-PLEASE MARK, DATE, SIGN
NOMINEE(S): AND MAIL PROMPTLY
- --------------------------------------------
______
|
|
Signature(s)_____________________________________________________________________________ Date___________________________
Please sign exactly as name appears above. When signing as attorney, executor, administrator,
trustee, or guardian, give your full title as such.
- -------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
<PAGE> 30
HARRIS CORPORATION
MELBOURNE, FLORIDA 32919
TO PARTICIPANTS IN THE LANIER WORLDWIDE, INC. SAVINGS
INCENTIVE PLAN:
THIS INSTRUCTION CARD IS SOLICITED BY THE LANIER WORLDWIDE,
INC. SAVINGS INCENTIVE PLAN TRUSTEE. UNDER THE TERMS OF THE
LANIER WORLDWIDE SAVINGS INCENTIVE PLAN, IN CONNECTION WITH
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 24,
1997, A PARTICIPANT MAY PROVIDE INSTRUCTIONS TO THE PLAN
TRUSTEE ON HOW TO VOTE THE SHARES ALLOCABLE TO THAT
PARTICIPANT'S HARRIS STOCK FUND ACCOUNT, INCLUDING THE
FOLLOWING ITEMS AS SET FORTH IN THE PROXY STATEMENT.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 31
/X/ PLEASE MARK
EACH VOTE
LIKE THIS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS (terms expiring in 2000): / / / / 2. Ratification of the / / / / / /
RALPH D. DeNUNZIO, JOSEPH L. DIONNE, selection of
ALEXANDER B. TROWBRIDGE Ernst & Young LLP
as auditors
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING VOTING INSTRUCTION CARD-PLEASE MARK, DATE, SIGN
NOMINEE(S): AND MAIL PROMPTLY
- --------------------------------------------
______
|
|
Signature(s)_____________________________________________________________________________ Date___________________________
Please complete this side, sign exactly as name appears above, date and return this confidential voting card promptly
in the enclosed postage-paid envelope.
- -------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
<PAGE> 32
[HARRIS LETTERHEAD]
RICHARD L. BALLANTYNE
VICE PRESIDENT; GENERAL COUNSEL
AND CORPORATE SECRETARY
October 7, 1997
A Reminder
Dear Shareholder:
On review of our records, we find that the proxy card relating to our company's
annual meeting of shareholders sent you in September 1997, has not been
returned.
We would like to have your shares represented at the meeting, and we therefore
hope that you will sign and return the card at your earliest convenience.
On chance that the proxy card has been mislaid, we are enclosing a duplicate
copy together with a return envelope for your use.
If you have already sent your card, please disregard this letter.
Thank you for your cooperation.
Yours truly,
/s/ R.L. Ballantyne
R. L. Ballantyne
Enclosures
