MSI DEF 14A Report ended May 15, 2017

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Motorola Solutions, Inc.

(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):

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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2017

March 27, 2017

Dear Fellow Motorola Solutions Stockholders:

On behalf of the Motorola Solutions Board of Directors, it is my pleasure to invite you to attend our 2017 Annual Stockholders Meeting. This year’s meeting will be held on Monday, May 15, 2017 at 5 p.m., EDT, at the Four Seasons Hotel Washington, DC, 2800 Pennsylvania Avenue NW, Washington, D.C. 20007.

As a Motorola Solutions stockholder, your vote is important. Even if you are planning to attend the annual meeting in person, you are strongly encouraged to vote your shares through one of the methods described in the enclosed proxy statement. The Board and I would appreciate your support on our recommendations for the following proposals:

On behalf of your Board of Directors, thank you for your confidence in Motorola Solutions. I look forward to your continued support.

Gregory Q. Brown

Chairman and CEO

Motorola Solutions, Inc.

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March 27, 2017

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

Annual Meeting Date: Monday, May 15, 2017

Time: 5:00 P.M., EDT

Location: Four Seasons Hotel Washington, DC, 2800 Pennsylvania Avenue NW, Washington, D.C. 20007

A live webcast (audio only) of the meeting will be available at www.motorolasolutions.com/investors.

The purpose of the meeting is to:

By order of the Board of Directors,

Kristin L. Kruska

Secretary

Only Motorola Solutions stockholders of record at the close of business on March 17, 2017 (the “record date”) will be entitled to vote at the meeting. The Notice, which contains instructions on how to access this Proxy Statement, the form of proxy and the Company’s 2016 Annual Report, is being mailed to stockholders on or about March 27, 2017.

PLEASE NOTE THAT ATTENDANCE AT THE MEETING WILL BE LIMITED TO STOCKHOLDERS OF MOTOROLA SOLUTIONS AS OF THE RECORD DATE (OR THEIR AUTHORIZED REPRESENTATIVES) . You will be required to provide the admission ticket that is detachable from your proxy card or provide other evidence of ownership. If your shares are held by a bank or broker, please bring your bank or broker statement evidencing your beneficial ownership of Motorola Solutions stock on the record date to gain admission to the meeting.

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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2016 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2017 ANNUAL MEETING OF STOCKHOLDERS

vote for each director nominee and one vote for each of the other proposals to be voted on.

ITEMS TO BE VOTED ON

DIRECTOR NOMINEES

Board Committees (as of March 9, 2017)

Name

Director Since

Indep.

Other Public Co. Boards

Position

Audit

Comp.

Gov. & Nom.

Exec.

Gregory Q. Brown

2007

1

Chairman and CEO, Motorola Solutions, Inc.

Kenneth D. Denman

2017

3

Former CEO and President, Emotient, Inc.

Egon P. Durban

2015

2

Managing Partner and Managing Director of Silver Lake

Clayton M. Jones

2015

2

Former Chairman, CEO and President, Rockwell Collins, Inc.

Judy C. Lewent

2011

2

Former EVP and CFO, Merck & Co., Inc.

Gregory K. Mondre

2015

2

Managing Partner and Managing Director of Silver Lake

Anne R. Pramaggiore

2013

1

President and CEO, Commonwealth Edison

Samuel C. Scott

1993

2

Former Chairman, President and CEO, Corn Products International

Joseph M. Tucci

Nom.

2

Co-Chairman and Co-CEO GTY Technology Holdings, Inc.

(i)

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PERFORMANCE AND ACCOMPLISHMENTS

PERFORMANCE HIGHLIGHTS SINCE 2011

(ii)

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EXECUTIVE COMPENSATION

2016 CEO Total Direct Compensation

2016 performance reflected our sustained efforts over the past several years to position Motorola Solutions for long-term financial success. 2016 performance was improved from 2015 with strong business performance for revenue growth along with record results for operating earnings, free cash flow and backlog. We ended the year only slightly below our operating plan and this resulted in below target funding under our Executive Officer Short Term Incentive Plan. However, the Board recognized Mr. Brown’s strong individual performance leading the company through an outstanding year of operational and financial performance and completing a number of strategic acquisitions, by providing him an above target payout.

Our three-year performance that ended December 31, 2016 continued to show increased returns to our stockholders relative to our comparator group driven primarily by strong results in both 2015 and 2016. This three-year performance resulted in an above target payout under the 2014-2016 cycle of our Long Range Incentive Plan. Even with our improved performance in 2016, Mr. Brown’s total direct compensation for 2016 was $1.1 million lower than in 2015 due to the 2015 performance contingent stock option award, which had the effect of increasing compensation last year.

GOVERNANCE HIGHLIGHTS

As part of our commitment to high ethical standards, our Board follows sound governance practices. These practices are described in more detail in the Corporate Governance section of our web site.

(iii)

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PROXY STATEMENT

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This proxy statement (the “Proxy Statement”) is being furnished to holders of common stock, $0.01 par value per share (the “Common Stock”), of Motorola Solutions, Inc. (“we,” “our,” “Motorola Solutions,” or the “Company”). Proxies are being solicited on behalf of the Board of Directors of the Company (the “Board”) to be used at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Four Seasons Hotel Washington, DC, 2800 Pennsylvania Avenue NW, Washington, D.C. 20007 on Monday, May 15, 2017 at 5:00 P.M., EDT, for the purposes set forth in the Notice of 2017 Annual Meeting of Stockholders. This Proxy Statement is dated March 27, 2017 and is being distributed to stockholders on or about March 27, 2017.

All stockholders may view and print Motorola Solutions’ Proxy Statement and the 2016 Annual Report at the Company’s website at www.motorolasolutions.com/investors . The information contained on Motorola Solutions’ website is not a part of this Proxy Statement and is not deemed incorporated by reference into this Proxy Statement or any other public filing made with the Securities and Exchange Commission (the “SEC”).

Stockholders Entitled to Vote at the Annual Meeting

Only stockholders of record at the close of business on March 17, 2017 (the “record date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were 163,892,787 shares outstanding of Common Stock. The Common Stock is the only class of voting securities of the Company.

A list of stockholders entitled to vote at the meeting will be available for examination at the Company’s corporate offices at 500 West Monroe Street, Chicago, Illinois 60661 for ten days before the Annual Meeting and at the Annual Meeting.

Voting Without Attending the Annual Meeting

There are three convenient methods for registered stockholders to direct their vote by proxy without attending the Annual Meeting. Stockholders can:

Your Proxy at the Annual Meeting

If you do not vote in person at the Annual Meeting, but have voted your shares by Internet, telephone, or mail, you have authorized certain members of Motorola Solutions’ senior management designated by the Board and named in your proxy to represent you and to vote your shares as instructed. All shares that have been properly voted–whether by Internet, telephone or mail–and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy but do not give voting instructions with respect to one or more items, the shares represented by that proxy will be voted as recommended by the Board with respect to those items:

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Holding Shares in the Name of a Bank, Broker or Other Nominee

If you are the beneficial owner of shares held in “street name” by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. Please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by Internet or telephone. If you do not give instructions to your broker, your broker will be entitled to vote the shares with respect to “discretionary” items, but will not be permitted to vote the shares with respect to “non-discretionary” items (resulting in a “broker non-vote”). The ratification of the appointment of KPMG LLP is the only “discretionary” item. The election of directors, the advisory approval of the Company’s executive compensation, the advisory approval of the frequency of the advisory vote approving the Company’s executive compensation and the stockholder proposals are “non-discretionary” items.

Voting At the Annual Meeting as a Beneficial Owner

If you are a beneficial owner of shares held in “street name” by a bank, broker or other nominee and want to vote your shares in person at the Annual Meeting, you will need to ask your bank, broker or other nominee to furnish you with a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you. You will not be able to vote your shares at the Annual Meeting without a legal proxy. If you are provided a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf.

If you do not have a legal proxy, you can still attend the Annual Meeting with evidence of your stock ownership as of the record date; however, you will not be able to vote your shares at the meeting. Accordingly, we encourage you to vote or instruct your broker to vote your shares in advance, even if you plan to attend.

Changing Your Vote

Registered stockholders can revoke their proxy at any time before it is voted at the Annual Meeting by either:

Notice of Internet Availability

The SEC has adopted rules for the electronic distribution of proxy materials. We have elected to provide our stockholders access to our proxy materials and 2016 Annual Report on the Internet instead of sending a full set of printed proxy materials to all of our stockholders. This enables us to reduce costs and lessen the environmental impact of our Annual Meeting by mailing most of our stockholders a Notice. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them by following the instructions for requesting such materials included in the Notice. The Notice instructs you on how to access and review all of the information contained in the 2017 Proxy Statement and 2016 Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet or by telephone.

The Notice, which contains instructions on how to access this Proxy Statement, the form of proxy and the Company’s 2016 Annual Report, is being mailed to stockholders on or about March 27, 2017.

Other Matters at the Annual Meeting

If any other matters are properly presented at the Annual Meeting for consideration, and if you have voted your shares by Internet, telephone or mail, the persons named as proxies in your proxy will have the discretion to vote on those other matters for you. As of the date we filed this Proxy Statement, the Board did not know of any other matter to be raised at the Annual Meeting.

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Votes Required to Conduct Business at the Annual Meeting or Approve Proposals

In order for business to be conducted, a quorum of a majority of the shares entitled to vote must be represented in person or by proxy at the Annual Meeting. Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote for the election of directors. Abstentions will have the same effect as a vote “Against” the other proposals.

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The number of directors of the Company to be elected at the Annual Meeting is nine. The directors elected at the Annual Meeting will serve a one-year term ending at the 2018 Annual Meeting, until their respective successors are elected and qualified or until their earlier death, resignation or removal. Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected. However, if any nominee named below is not available to serve as a director for any reason at the time of the Annual Meeting, the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the number of directors. The Board is currently comprised of ten directors, including Kenneth C. Dahlberg and General Michael V. Hayden who have reached the age of 72. Mr. Dahlberg and General Hayden will not be standing for election pursuant to the retirement age policy in the Company’s Board Governance Guidelines. Samuel C. Scott III has also reached the age of 72, however, given Mr. Scott’s extensive knowledge of the Company and position as Lead Independent Director, the Board of Directors has granted a waiver of the retirement age for Mr. Scott. Immediately following the Annual Meeting, if all nominees are elected, the Board will consist of nine directors. The Board has the authority under the Company’s Bylaws to increase or decrease the size of the Board and to fill vacancies between Annual Meetings.

2017 DIRECTOR NOMINEES

Each of the nominees named below, other than Mr. Tucci, is currently a director of the Company. Other than Mr. Denman, who was appointed by the Board of Directors by Unanimous Written Consent on February 1, 2017, each of the current directors was elected at the Annual Meeting of Stockholders held on May 16, 2016. The ages shown are current as of the date of this Proxy Statement.

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RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NINE NOMINEES NAMED HEREIN AS DIRECTORS. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF SUCH NINE NOMINEES AS DIRECTORS.

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The Board’s Corporate Governance Principles

The Board adheres to governance principles designed to assure the continued vitality of the Board and excellence in the execution of its duties. The Board has responsibility for management oversight and providing strategic guidance to the Company. The Board believes that it must continue to renew itself to ensure that its members bring a fresh perspective to understanding the industries and the markets in which the Company operates. The Board also believes that it must remain well-informed about the opportunities and challenges facing Motorola Solutions and its industries and markets so that the Board members can exercise their fiduciary responsibilities to Motorola Solutions stockholders.

The Board recognizes the importance of evolving corporate governance practices and is committed to regularly reviewing specific elements of the Company’s corporate governance. Key governance practices of the Company are:

Eight of nine director nominees are independent

Board Committees comprised of independent directors

Compensation and Leadership Committee retains independent compensation consultant

Lead Independent Director

Independent directors regularly meet in private without management

Risk assessment process with Audit and Compensation and Leadership Committees

Hold annual advisory vote on executive compensation

No gross-up for excise taxes

Recoupment or “clawback” policy

Stock Ownership Guidelines

Board and Committee self assessment process

Annual election of all directors

Majority vote for directors in uncontested elections

Holders of 20% or more of our Common Stock have the ability to request a special meeting of stockholders

Active stockholder engagement process

Anti-hedging policy

Amendments to the above documents, or waivers applicable to our directors, chief executive officer, chief financial officer or corporate controller from certain provisions of its ethical policies and ethical standards for directors and employees, will be posted on the Motorola Solutions website within four business days following the date of the amendment or waiver. There were no waivers in 2016.

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DIRECTORS’ QUALIFICATIONS

The Board believes it should be comprised of individuals with appropriate skills and experiences to meet its board governance responsibilities and contribute effectively to the Company. Our Governance and Nominating Committee carefully considers the skills and experiences of current directors and new candidates to ensure that they meet the needs of the Company before nominating directors for election to the Board. All of our non-employee directors serve on Board committees, further supporting the Board by providing expertise to those committees. The needs of the committees also are reviewed when considering nominees to the Board. The Board has a deep working knowledge of matters common to large companies and is comprised of a mix of skills and qualifications which includes:

Specific experience, qualifications, attributes or skills of our nominees are listed in the biographies above.

IDENTIFYING AND EVALUATING DIRECTOR CANDIDATES

As stated in our Board Governance Guidelines, when selecting directors, the Board and the Governance and Nominating Committee review and consider many factors, including: experience in the context of the Board’s needs; leadership qualities; ability to exercise sound judgment; existing time commitments; years to retirement age; and independence from management. They also consider ethical standards and integrity. While the Company does not have a formal policy regarding diversity, diversity is one of several factors considered by the Board and the Governance and Nominating Committee when selecting director nominees. The Board and the Governance and Nominating Committee strive to nominate directors with a variety of complementary skills, backgrounds and perspectives so that, as a group, the Board will possess the appropriate talent, skills, experience and expertise to oversee the Company’s businesses. The Governance and Nominating Committee annually assesses the effectiveness of its director nomination process and the Board Governance Guidelines.

The Governance and Nominating Committee will consider nominees recommended by Motorola Solutions stockholders, provided that the recommendation contains sufficient information (as required by the Company’s Bylaws), including the candidate’s qualifications, to assess the suitability of the candidate, and is timely received in accordance with the Company’s Bylaws. Stockholder-recommended candidates that comply with these procedures will receive the same consideration that other candidates receive.

The Governance and Nominating Committee considers recommendations from many sources, including members of the Board, management and search firms. From time to time, Motorola Solutions hires search firms to help identify and facilitate the screening and interview process of director candidates. In 2016, we retained Russell Reynolds to assist with this process. Accordingly, they screened candidates based on the Board’s criteria, performed reference checks, prepared a biography of each candidate for the Governance and Nominating Committee’s review and helped arrange interviews. The Governance and Nominating Committee and the Chairman of the Board conduct interviews with candidates who meet the Board’s criteria. Russell Reynolds compiled a list of candidates, evaluated each candidate and made recommendations to the Governance and Nominating Committee. The Governance and Nominating Committee then interviewed the candidates, including Mr. Denman, additionally the Governance and Nominating Committee identified Mr. Tucci as a potential candidate. After being interviewed by the Governance and Nominating Committee and members of management, the Governance and Nominating Committee nominated Mr. Denman and Mr. Tucci as directors. The Governance and Nominating Committee has full discretion in considering potential candidates and making its nominations to the Board.

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COMMITTEES OF THE BOARD

To assist it in carrying out its duties, the Board has delegated certain authority to several committees. The Board currently has the following standing committees: (1) Audit, (2) Compensation and Leadership, (3) Governance and Nominating, and (4) Executive. The charters for each of the Audit Committee, Compensation and Leadership Committee and Governance and Nominating Committee are available on our website at www.motorolasolutions.com/investors . Committee membership as of December 31, 2016, the number of meetings of each committee during 2016, and the functions of each committee are described below:

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* On February 1, 2017, Mr. Denman joined the Governance and Nominating Committee.

Attendance

The Board held five meetings during 2016. Overall attendance at Board and committee meetings was 91%. Each incumbent director attended 80% or more of the combined total meetings of the Board and the committees on which he or she served during 2016. At the Board meetings, independent directors of the Company meet regularly in executive session without management as required by the Motorola Solutions, Inc. Board Governance Guidelines and NYSE listing standards. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board. In 2016, the non-employee independent members of the Board met in executive session four times. In addition, Board members are expected to attend the Annual Meeting as provided in the Board Governance Guidelines. Eight of the nine directors who stood for election at the 2016 Annual Meeting attended that meeting.

Leadership Structure of the Board

At the Annual Board meeting held in May 2011, the Board combined the roles of Chairman and Chief Executive Officer and appointed Gregory Q. Brown to serve as both Chief Executive Officer and Chairman of the Board and also appointed an independent director as Lead Independent Director. The Board reappointed Mr. Brown as Chairman of the Board and an independent director as Lead Independent Director at the Annual Board meetings held in 2012 through 2016. The Board determined that Mr. Brown’s thorough knowledge of Motorola Solutions business, strategy, people, operations, competition and financial position coupled with his leadership and vision made him well positioned to chair Board meetings and bring key business and stakeholder issues to the Board’s attention. Our Lead Independent Director, currently Mr. Scott, chairs the executive sessions of the Board and acts as a liaison between our Chairman and independent directors.

Communicating with the Board

All communications to the Board of Directors, Chairman of the Board, the non-management directors or any individual director, must be in writing and addressed to them c/o Secretary, Motorola Solutions, Inc., 500 West Monroe Street, Chicago, IL 60661 or by email to boardofdirectors@MotorolaSolutions.com . Our Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that, in the opinion of the Secretary, deals with the functions of the Board or Board committees or that she otherwise determines requires the Board’s or any Board committee’s attention.

The Board’s Role in the Oversight of Risks

The Board oversees the business of the Company, including CEO and senior management performance and risk management, to assure that the long-term interests of the stockholders are being served. Each committee of the Board is also responsible for reviewing the risk exposure of the Company related to the committee’s areas of responsibility and providing input to management on such risks.

Management and our Board have a robust process embedded throughout the Company to identify, analyze, manage and report all significant risks facing the Company. Our CEO and other senior managers regularly report to the Board on significant risks facing the Company, including financial, operational and strategic risks. Each of the Board committees reviews with management significant risks related to the committee’s area of responsibility and reports to the Board on such risks, which includes the Compensation and Leadership Committee’s review of Company-wide compensation-related risks. While each committee is responsible for reviewing significant risks in the committee’s area of responsibility, the entire Board is regularly informed about such risks through committee reports. The oversight of specific risks by board committees enables the entire Board to oversee risks facing the Company more effectively and develop strategic direction taking into account the effects and magnitude of such risks. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management. Our audit services department has a very important role in the risk management program. The role of this department is to provide management and the Audit Committee with an overarching and objective view of the risk management activity of the Company. This department’s engagements span financial, operational, strategic and compliance risks and the engagement results assist management in maintaining acceptable risk levels. This department identifies and conducts engagements utilizing an enterprise risk management model. The director of the department reports directly to the Audit Committee as well as the Chief Financial Officer and meets regularly with the committee and the committee chairperson, including in executive session.

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INDEPENDENT DIRECTORS

On March 9, 2017, the Board made the determination, based on the recommendation of the Governance and Nominating Committee and in accordance with our Director Independence Guidelines, that the former non-employee director, Mr. Singer, and the current non-employee directors, Mr. Dahlberg, Mr. Denman, Mr. Durban, General Hayden, Mr. Jones, Ms. Lewent, Mr. Mondre, Ms. Pramaggiore, and Mr. Scott, were independent during the periods in 2016 and 2017 that they were members of the Board. Mr. Brown does not qualify as an independent director because he is the Chief Executive Officer of the Company. On March 9, 2017, the Board, on the recommendation of the Governance and Nominating Committee, also determined that Mr. Tucci would qualify as an independent director. See Motorola Solutions’ Relationship with Entities Associated with Independent Directors for further details.

Determining Independence

The Director Independence Guidelines include both the NYSE independence standards and additional independence standards the Board has adopted to determine if a relationship that a Board member has with the Company is material. We have adopted a stricter application of the NYSE independence standards requiring a look-back of four years when assessing independence in connection with a director’s (i) status as an employee of the Company, (ii) direct compensation in excess of $120,000, (iii) relationship with our internal or external auditor, and (iv) employment with a company that has made payments to, or received payments from, the Company for property or services.

A complete copy of the Director Independence Guidelines is available on the Company’s website at www.motorolasolutions.com/investors .

Motorola Solutions’ Relationship with Entities Associated with Independent Directors

When assessing independence, each of Mr. Denman, General Hayden, Mr. Jones, Ms. Pramaggiore, Mr. Scott, and Mr. Singer had relationships with entities that were reviewed by the Board under independence standards covering contributions or payments to charitable or similar not-for-profit organizations. In addition, each of Mr. Dahlberg, Mr. Durban, Mr. Jones, Ms. Lewent, Mr. Mondre, Ms. Pramaggiore, Mr. Scott, Mr. Tucci and Mr. Singer had relationships with entities that were reviewed by the Board under independence standards covering payments to, or received from, other entities. In each case, the payments or contributions were significantly less than the NYSE independence standards or the Director Independence Guidelines adopted by the Board, or did not constitute a disqualifying event under such standards and were determined by the Board to be immaterial.

Independent Members of the Audit, Compensation and Leadership and Governance and Nominating Committees

The Board has determined that all of the current members of the Audit Committee, the Compensation and Leadership Committee and the Governance and Nominating Committee are independent within the meaning of the Director Independence Guidelines, applicable rules of the SEC and the NYSE listing standards for independence.

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

The Company has established a written related person transaction policy and procedures (the “RPT Policy”) to assist it in reviewing transactions in excess of $120,000 (“Transactions”) involving the Company and its subsidiaries and Related Persons (as defined below). The RPT Policy supplements our other conflict of interest policies set forth in the Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors and the Code of Business Conduct for employees and our other internal procedures.

For purposes of the RPT Policy, a Related Person includes directors, director nominees and executive officers of the Company since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of voting securities of the Company and members of their respective immediate family. The Governance and Nominating Committee reviews all RPT Policy matters.

The RPT Policy provides that any Transaction since the beginning of the last fiscal year is to be promptly reported to the Company’s Secretary. The Secretary will assist with gathering important information about the Transaction and present the information to the Governance and Nominating Committee. The Governance and Nominating Committee will determine whether the Transaction is a Related Person Transaction and, if so, approve, ratify or reject the Related Person Transaction. In approving, ratifying or rejecting a Related Person Transaction, the Governance and Nominating Committee will consider such information as it deems important to conclude if the transaction is fair to the Company and its subsidiaries.

Motorola Solutions had no Related Person Transactions in 2016.

SUCCESSION PLANNING

Succession planning is important at all levels of the Company. In 2016, the Board reviewed short and long-term succession plans for the CEO and other members of management’s executive committee. When assessing possible CEO candidates, the Board identified skills and behavioral characteristics they consider a requirement for the Company’s CEO. The Board evaluates these succession plans with the overall business strategy in mind. When possible, potential leaders are introduced to the Board through presentations or separate events.

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SECURITY OWNERSHIP INFORMATION

Management and Directors

The following table sets forth information as of the close of business on March 10, 2017 regarding the beneficial ownership of shares of Common Stock by each director and nominee for director of the Company, the named executive officers (“NEOs”) in the Summary Compensation Table, and all current directors and executive officers of the Company as a group. Except for Mr. Brown, who owns 2% of the outstanding Common Stock, each other director and NEO owns less than 1% of the outstanding Common Stock based on 168,523,557 shares of Common Stock outstanding on March 10, 2017. All current directors, NEOs and executive officers as a group own 2.5% of the outstanding Common Stock.

No directors, nominees or current executive officers have pledged shares of Common Stock pursuant to any loan or arrangement.

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Principal Stockholders

The following table sets forth information as of December 31, 2016 with respect to any person who is known to be the beneficial owner of more than 5% of Common Stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Each director and certain officers of the Company are required to report to the SEC, by a specified date, his or her transactions related to our Common Stock. Based solely on a review of the copies of reports furnished to the Company or written representations that no other reports were required, the Company believes that, during the 2016 fiscal year, all reports required by Section 16(a) were timely filed by its officers and directors except as follows: In November of 2015, John P. Molloy filed a Form 3 with the SEC on a timely basis reporting, among other things, the amount of securities beneficially held. Due to an administrative error, the number of securities reported was incorrect. Upon being informed of the error, Mr. Molloy filed an amendment to the Form 3 on October 26, 2016 reporting the correct number of securities beneficially owned.

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DETERMINING DIRECTOR COMPENSATION

The Governance and Nominating Committee recommends to the Board the compensation for non-employee directors, which is to be consistent with market practices of other similarly situated companies and takes into consideration the impact on non-employee directors’ independence and objectivity. The Board has asked the Compensation and Leadership Committee to assist the Governance and Nominating Committee in making such recommendations. The charter of the Governance and Nominating Committee does not permit it to delegate director compensation matters to management, and management has no role in recommending the amount or form of director compensation.

HOW THE DIRECTORS ARE COMPENSATED

The non-employee directors are compensated on an annual basis as follows:

During 2016, a director could elect to receive all or a portion of his or her annual cash retainer and other cash fees in the form of (i) deferred stock units (“DSUs”) that settle when the director terminates service, (ii) DSUs that settle after one year (unless service is earlier terminated), or (iii) outright shares. Directors could also elect to receive the annual equity grant in the form of (i) DSUs that settle when the director terminates service, or (ii) DSUs that settle after one year (unless service is earlier terminated). These choices allow directors to engage in tax planning appropriate for their circumstances. Notwithstanding earlier settlement or receipt of shares, directors must hold all shares awarded or paid to them until termination of service from the Board.

On May 16, 2016, each then non-employee director received a DSU award of 1,977 shares of Common Stock. The number of DSUs awarded was determined by dividing $140,000 by the fair market value of a share of Common Stock on the date of grant (rounded up to the next whole number) based on the closing price on the date of grant. For a non-employee director who becomes a member of the Board of Directors after the annual grant of deferred stock units, the award will be prorated based on the number of full months to be served until the next annual meeting of stockholders ($11,666.67 per month) divided by the closing price of the Common Stock on the day of election to the Board.

Non-employee directors are not eligible to participate in the Motorola Solutions Management Deferred Compensation Plan. Motorola Solutions does not have a non-equity incentive plan or pension plan for non-employee directors. Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees, or for additional work done on behalf of the Board or a committee. The Company also reimburses its directors and, in certain circumstances, spouses who accompany directors, for travel, lodging and related expenses they incur in attending Board and committee meetings or other meetings as requested by Motorola Solutions. Mr. Brown, who was an employee during 2016, received no additional compensation for serving on the Board or its committees.

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The following table further summarizes compensation paid to the non-employee directors during 2016.

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* The total for Mr. Singer is as of his retirement from the Board on May 16, 2016.

Director Stock Ownership Guidelines

Our Board stock ownership guidelines provide that non-employee directors are expected to own Common Stock with a value equivalent to at least five times the annual cash retainer fee for directors within five years after the date of joining the Board. In addition, directors are required to hold all shares paid or awarded by the Company until their termination of service, other than shares acquired through the exercise of options awarded to directors. For the purposes of these guidelines, Common Stock includes deferred stock units. As of December 31, 2016, all non-employee directors were in compliance with the stock ownership guidelines.

DIRECTOR RETIREMENT PLAN AND INSURANCE COVERAGE

In 1996, the Board terminated its director retirement plan and no current non-employee directors are entitled to receive retirement benefits. In 1998, Mr. Scott, the only current director with an interest in the plan, converted his accrued benefits in the retirement plan into shares of restricted Common Stock. He may not sell or transfer these shares and these shares are subject to repurchase by Motorola Solutions until he is no longer a member of the Board because: (1) he does not stand for re-election or is not re-elected, or (2) of his disability or death.

Non-employee directors are covered by insurance that provides accidental death and dismemberment coverage of $500,000 per person. The spouse of each such director is also covered by such insurance when traveling with the director on business trips for the Company. The Company pays the premiums for such insurance. The total premiums for coverage of all such non-employee directors and their spouses during the year ended December 31, 2016 were $2,020.

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In accordance with Section 14A of the Exchange Act we are providing our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement. The Board has adopted a policy providing for annual “say-on-pay” advisory votes. Although the vote is non-binding, the Board and Compensation and Leadership Committee will review and consider the outcome of the vote when considering future executive compensation arrangements. In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis, below, for a detailed description of our executive compensation philosophy and programs. In particular, you should consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis:

For the reasons discussed above, the Board unanimously recommends that stockholders vote in favor of the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation Discussion and Analysis, the 2016 Summary Compensation Table and other related tables and disclosures in this Proxy Statement.”

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

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As part of the Board’s commitment to excellence in corporate governance, and as required by the Section 14A of the Exchange Act, the Board is providing the Company’s stockholders with an opportunity to provide an advisory vote to determine whether the stockholder advisory vote on executive compensation should occur every one, two or three years.

In accordance with our Board Governance Guidelines, the Board recommends that the advisory vote on executive compensation be presented to stockholders on an annual basis. This frequency is consistent with the practice we adopted in 2008 and 2011 to annually provide stockholders the opportunity to vote on our pay practices. Further, we believe an annual advisory vote on executive compensation will allow us to obtain information on stockholders’ views of the compensation of our named executive officers on a more consistent basis and will provide our Board and Compensation and Leadership Committee with frequent input from stockholders on our compensation programs. Because your vote is advisory, it will not be binding upon the Board.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “ 1 YEAR ” WITH RESPECT TO THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED “ 1 YEAR .”

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NAMED EXECUTIVE OFFICERS

Our Compensation Discussion and Analysis (the “CD&A”) describes Motorola Solutions’ executive compensation philosophy and programs, which are governed by the Compensation and Leadership Committee (the “Committee”). The CD&A includes 2016 total compensation for our named executive officers (“NEOs”) who are listed below.

EXECUTIVE SUMMARY

2016 was a strong year of improvement and execution reflected in our 6% revenue growth, along with record results for operating earnings and backlog. The revenue growth was driven primarily by Airwave, which we acquired in February, in addition to 2% organic revenue growth in the second half of the year. The improved earnings and cash flow were driven by higher revenue, lower expenses and improved operating leverage. Our record backlog position of $8.4 billion includes $1.5 billion of Products and $6.9 billion of Services backlog, with Services comprised primarily of multi-year Managed and Support Services contracts. These long-term, multi-year agreements reflect the confidence our customers have in the durability and longevity of our land mobile radio (LMR) platform for mission-critical communications. Additionally, the Company continues to innovate and invest for future growth in software and services while driving shareholder return. During the year, we invested $1.3 billion in acquiring four software and services companies, repurchased $842 million of stock and paid dividends of $280 million. Since July 2011, the Company has returned over $13 billion in capital and reduced our share count by 52%. Our three-year total shareholder return is 31.1% compared with 29.0% for the S&P 500.

Our 2016 Performance Was Slightly Below Our Operating Plan;

Our 2014-2016 Performance Delivered Strong Positive Returns To Our Stockholders

Our 2016 business performance was improved over 2015 and was only slightly below our operating plan. Our three-year performance ending in 2016 showed solid returns to our stockholders driven by an improved year in 2015 followed by strong results in 2016. As a result of our performance, and consistent with our pay for performance philosophy, our incentive plans paid out as follows:

Even with our improved incentive payouts in 2016 versus 2015, which were 88% of target for STIP and 75% of target for LRIP, and strong individual performance for our NEOs, 2016 total compensation for NEOs was lower than in 2015 due to the 2015 performance contingent stock option award, which had the effect of increasing compensation last year.

2016 Actions

Our compensation program is critical to our ability to attract, retain and motivate key talent necessary to deliver on our purpose to help people be their best in the moments that matter. As part of our continuous review of our compensation program and consideration of ongoing feedback from investors, we believe we have a balanced program that continues to support our business growth. Therefore, no changes were made to our compensation program for our management executive committee, which includes all NEOs, in 2016.

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2016 Compensation Program Overview

Our regular, annual compensation program included a mix of the following fixed and variable elements:

ELEMENT DESCRIPTION RATIONALE FACTORS INFLUENCING AMOUNT BASE SALARY Fixed compensation delivered in cash Provide base amount of market competitive pay Experience, role scope. market and individual performance SHORT-TERM INCENTIVES (“STIP”) Variable compensation paid annually in cash based on performance against annually established goals and individual performance Motivate and reward executives for achievement of key financial results for the year Targets based on role scope and market; payout based on Company and individual performance LONG-TERM INCENTIVES Long Range Incentive Plan (“LRIP”) Performance Options Long-term payout in cash or shares based on achievement of total shareholder return over three years relative to the S&P 500 Aligns interests of executives with long-term stockholder value and aligns payout to performance relative to the S&P 500 Targets based on role scope and market; award based on total shareholder return relative to that of the S&P 500 Market Stock Units Shares that are earned and vest one-third per year over three years based on stock price appreciation/depreciation Aligns interests of executives with long-term stockholder value and assists in retaining talent once performance is achieved Targets based on role scope and market; award based on stock price appreciation/depreciation

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Our Incentive Compensation Program Based On 2016 Performance Resulted In Below Target Funding;

Our Incentive Compensation Program Based On 2014-2016 TSR Resulted In Above Target Payouts

To support our pay for performance philosophy, our 2016 executive compensation program used a mix of fixed and at-risk elements to align with short- and long-term business goals through various incentives.

Our STIP is tied to achieving operating earnings and free cash flow targets to measure what enables the Company to invest in future growth and appropriately return capital to stockholders. These two measures are commonly tracked by investors and we believe that they provide useful information to investors as a measure of the strength and sustainability of our business model, while also driving long-term, sustainable stockholder value.

Our long-term incentive program provides awards that are earned and vest based on stock price appreciation or relative TSR, not only to reward long-term stock price appreciation, but also to ensure that value delivered to our stockholders through TSR exceeds that of our comparator companies.

In 2016, we delivered growth in both operating earnings and operating cash flow and fell just short of achieving our operating plan, which resulted in below target funding for the business performance component of our STIP. Our 2014-2016 TSR (stock price appreciation plus dividends) was 31.1% over the three-year period, which resulted in a #6 out of 14 rank in our comparator group. This performance equated to a payout of 110% of target under our 2014-2016 LRIP. See “Long Range Incentive Plan” for comparator group details.

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Response to 2016 Stockholder Vote and Stockholder Engagement Process

At the 2016 Annual Meeting, our stockholders approved the advisory vote on our executive compensation with 96% support. We believe this is in large part due to program changes over the past several years that have been maintained, have created a fundamentally sound program designed to drive our growth and have aligned with stockholder interests.

In November and December 2016, we contacted stockholders holding approximately 59% of our shares in the aggregate to seek feedback on our governance and compensation programs, some of whom noted that they had no issues with our programs and declined our request for engagement. With the stockholders who accepted our request for feedback, we discussed the 2015 investment by Silver Lake and our unchanged incentive program design, which continued to receive positive feedback. In addition, we asked for our stockholders’ input on current governance topics of interest (e.g., Board refreshment and proxy access). The investors with whom we spoke expressed no major concerns about the current executive compensation program, including pay programs, approach and overall governance.

Our stockholder engagement process is not just a one-time event; we have ongoing investor relations efforts in place including monitoring trends, engaging investors and stockholder groups on pay topics and seeking ongoing feedback on pay practices and corporate governance. We actively and periodically engage with our stockholders to request their views of our compensation programs and individual pay actions and take that information into consideration when assessing and evaluating potential changes to our executive compensation programs. In addition, we conduct outreach efforts two times a year that are focused on institutional investors with larger stockholdings, stockholder advocates and proxy advisory firms. Our November/December outreach is designed to gain feedback on the results of the previous Annual Meeting and input on our pay programs and disclosures. Our March/April outreach is designed to answer questions and provide clarifications, if necessary, leading up to the Annual Meeting and ensure stockholders are effectively informed about our programs in advance of the advisory vote on executive compensation.

PROGRAM CHANGE 2011 2012 2013 2014 2015 2016 100% performance-based LTI program based on relative TSR and absolute stock price All NEOs Performance-contingent vesting for equity grants All NEOs All NEOs All NEOs 100% Performance-Based LTI Change in control plan with reduced benefits and elimination of excise tax gross-up New Plan Approved (effective for new participants) Effective (for participants following required notice period) Elimination of excise tax gross-up for CEO CEO Extended stock ownership guidelines further down in organization All Corporate VPs and above Maintained Strengthened stock ownership guidelines for the Board of Directors Implemented for Directors Maintained Removed share recycling provisions from stock plan Plan Revision Approved Maintained in Plan Approved in 2015 Significantly reduced equity eligible population to better align eligibility, share usage and equity expense with market Implemented Reduced Eligibility Maintained

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We continue to focus on sustained engagement efforts each year and remain committed to taking into account the results of future stockholder votes and ongoing dialogues with our stockholders when reviewing our compensation program and practices.

Our Executive Compensation Program Is Aligned to Our Business Strategy and Features Many Leading Practices

A significant percentage of target total direct compensation, 89% for the CEO and 79% on average for the other NEOs, is “at risk” and linked to actual performance.

Performance measures are linked to near-term operating objectives and delivery of long-term value to stockholders through both relative and absolute stock price performance.

The long-term incentive program established in 2015 and unchanged in 2016 is 100% performance-based.

The Committee retains an independent compensation consultant to review the Company’s compensation program and practices.

The independent compensation consultant reviews our pay and performance relationship annually with the Committee.

Our performance-based plans (STIP, LRIP, performance options and market stock units) are subject to maximum payout caps.

In the event of a change in control, long-term equity incentives have a double trigger; that is, outstanding equity awards will not vest in the event of a change in control unless also accompanied by a qualifying termination of employment. Accelerated vesting at a change in control is only provided if the acquirer does not assume or replace the outstanding equity awards.

The Company provides limited executive perquisites and no excise tax gross-ups.

Executives are required to hold stock equal to 6x salary for the CEO and 3x salary for each of the other NEOs.

Compensation is subject to claw-back in the event of certain financial restatements.

Hedging of Company securities is prohibited.

Our insider trading policy prohibits pledging, and no NEOs have pledged any Company equity.

We conduct regular risk assessments of our compensation programs and practices.

We Continue to Innovate our Talent Programs and Link Talent and Pay Decisions

As our business continues to grow and our talent needs evolve we are enhancing our talent programs to ensure that we can meet the new challenges of attracting, developing, engaging and rewarding the top talent in our global industry. In 2016, we introduced a new framework of development for all employees and acceleration for key talent and critical roles, a new framework of leadership tools and resources and efforts to continue to increase the inclusion and diversity of our workforce. We remain committed to the development of globally diverse leaders and use a multi-faceted approach to development that includes new and expanded job assignments, formal and informal learning and coaching and engagement with management’s executive committee, our CEO and the Board. We continue to pay competitively and strive to provide differentiated rewards that recognize outstanding business performance and leadership behaviors.

Independent Experts Guide Program Development

The Committee engages an independent consultant, Compensation Advisory Partners LLC (“CAP”), to advise on the Company’s executive compensation strategy and program design and to provide regulatory and market trend updates. CAP carries out competitive reviews as directed by the Committee and provides input on specific compensation for our CEO and input on specific compensation recommendations for our other executive officers.

In 2016, the Committee continued to engage CAP as its independent compensation consultant. CAP participates in Committee meetings, including regular discussions with the Committee, without management present, to ensure impartiality on certain decisions. During 2016, the Committee also reviewed the independence of CAP using assessment criteria that aligned with the SEC and related NYSE rules adopted in 2012. The Committee concluded that CAP was independent and had no conflicts of interest.

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2016 EXECUTIVE COMPENSATION PROGRAM

Compensation Philosophy, Practices and Program Design Inputs

Our philosophy is to provide reward programs that attract, retain and motivate the right people, in the right place, at the right time. We strive to provide a total compensation package that is competitive with the prevailing practices in the industries and countries in which we operate, allowing for above average total compensation when justified by business results and individual performance. Program design is guided by these principles:

The Committee reviews the executive compensation program design and executive pay levels annually. As part of this annual review, CAP provided executive compensation market data, information on current market practices and trends and alternatives to consider for determining compensation for our Section 16 Officers, including the NEOs. The Committee benchmarked our compensation program design, executive pay and performance against a group of comparator companies that are publicly traded and comparable to Motorola Solutions in market segment, product offerings, revenue and market value. The Committee believes Motorola Solutions competes against these companies, for executive talent and stockholder investment.

The Committee reviews the composition of the comparator group annually with the assistance of CAP. Following the sale of our Enterprise business in late 2014, our comparator group was modified in 2015 to reflect the new size and composition of our Company by removing Danaher, Eaton and NCR and adding ARRIS International, Amphenol, Juniper Networks and Roper Technologies. This same comparator group was used in 2016 to evaluate pay levels and mix and alignment of pay with our performance. This group is no longer used for relative TSR measurement comparisons in the LRIP beginning with the 2015-2017 performance cycle.

2016 Comparator Group

To supplement our comparator group data, the Committee also considers compensation surveys that include data from companies of similar size and business segments to Motorola Solutions. For 2016, the Committee considered data from the Radford Global Technology Survey and the IPAS Global High Technology Survey.

The Committee uses the 50 ^th percentile of our comparator group as a guideline for establishing target total compensation for our NEOs, however each NEO’s target total compensation position relative to market varies due to the Committee’s consideration of additional factors such as role, scope of accountabilities, experience, individual performance and market practices when setting total target compensation. In the first quarter of the year, the Committee evaluated each NEO’s target compensation relative to market compensation to set 2016 compensation and found as follows:

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A significant portion of our NEOs’ compensation is delivered through both short- and long-term incentives linked to financial and stock price performance, with a large percentage based on relative performance.

Base Salary

Base salaries are set by the Committee with the Board’s concurrence for the CEO. When setting base salary for each NEO, the Committee considers many factors, including: the 50 ^th percentile of the market data, external market conditions, individual performance, experience, internal comparisons and succession plans.

Short-term Incentives

The STIP is an annual cash incentive award based on Motorola Solutions’ achievement of financial performance measures and an executive’s individual performance.

Actual awards are based on the executive’s target incentive award opportunity, Motorola Solutions’ achievement of performance results (“Business Performance Factor”) and assessment of individual performance (“Individual Performance Factor”). The payout range for both the Business Performance Factor and the Individual Performance Factor is from 0% to 140%, resulting in a total plan maximum payout opportunity of 196% of target. The incentive target opportunity for each NEO was determined based on market data.

For 2016, the Business Performance Factor was based on achievement of operating earnings (weighted 65%) and free cash flow (weighted 35%) goals. Operating earnings measures our profits from sales and free cash flow measures the cash available after capital expenditures. These are common performance measures both inside and outside of our industry and are fundamental inputs we use to measure profitability, business liquidity and rates of return for the business. We believe operating earnings and free cash flow appropriately measure our annual business performance and ultimately drive our long-term stockholder value over time.

ELIGIBLE EARNINGS INDIVIDUAL TARGET AWARD % TARGET INCENTIVE OPPORTUNITY BUSINESS PERFORMANCE FACTOR OPERATING EARNINGS (65%) FREE CASH FLOW (35%) Payout Range: 0 to 140% INDIVIDUAL PERFORMANCE FACTOR Payout Range: 0 to 140% PERFORMANCE SHORT TERM INCENTIVE PLAN AWARD

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A rigorous process is used at the start of each year to determine the range of performance for each measure and includes an analysis of factors such as: prior year financial results, market share, projected revenue growth, margins and operating expenditures and other macroeconomic and industry considerations. The operating earnings and free cash flow targets and performance ranges for the 2016 STIP were aligned with the 2016 operating plan that was approved by the Board in the first quarter of 2016. The range of performance and 2016 results are shown in the following table:

The Individual Performance Factor for each NEO is the Committee’s assessment if the NEO’s individual performance and accomplishments and is discussed in more detail in Compensation Decisions for 2016.

Long-term Incentives

Our regular, annual Long-term Incentives (“LTI”) are delivered through a portfolio of three vehicles, all of which are performance-based and designed to achieve a balancing of objectives within the overall program. The objective of our LTI program is to incentivize our NEOs to:

The LTI program includes a long range incentive plan (“LRIP”), performance stock options (“POs”) and market stock units (“MSUs”). The LRIP and POs (two-thirds of the total LTI opportunity) are based on relative TSR and the MSUs (one-third of the total LTI opportunity) are based on absolute stock price, making the program 100% performance-based. Inclusion of the MSUs in the portfolio is also critical to provide a vehicle to assist in retaining our executives once performance is achieved. The LTI pays out one-third in cash (the LRIP) and two-thirds in equity (the POs and MSUs).

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For both POs and MSUs, the number earned increases/decreases in relation to performance and unearned POs and MSUs are forfeited at the end of the performance period. The payout scale for the POs is detailed below. For MSUs, each 1% increase/decrease in stock price results in a 1% increase/decrease in the number of MSUs earned at the end of the performance period with a maximum payout at 100% stock price appreciation and a threshold of 40% stock price depreciation, below which no MSUs are earned. To further reinforce the performance nature of the program, the payout scale for the LRIP and POs requires performance to exceed median performance of the group before a target payout is earned. The comparator group used to measure relative performance is the S&P 500, which we believe is the broader industry group with which we compete for stockholder investment.

PAY MIX LTI VEHICLE MIX 1/3 Cash 1/3 Performance LRIP 2/3 Equity 1/3 Performance Options 1/3 Market Stock Units 2/3 Performance-Based vs. S&P 500 1/3 Performance-Based vs. Absolute Stock Price Appreciation PAYOUT SCALE Relative TSR Payout Scale MSI 3-Year TSR Percentile Rank Payout Factor 90th - 100th Percentile 250% 80th - 89.99th Percentile 200% 70th - 79.99th Percentile 175% 60th - 69.99th Percentile 150% 55th - 59.99th Percentile 110% 50th - 54.99th Percentile 90% 45th - 49.99th Percentile 80% 35th - 44.99th Percentile 50% 30th - 34.99th Percentile 30% <30.00th Percentile 0% Year 0 Year 1 Year 2 Year 3 Grant 33% 33% 33% Amount earned is equal to the stock price appreciation/depreciation as of each vest date Threshold = 40% stock price depreciation Maximum = 100% stock price appreciation

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Long Range Incentive Plan

The LRIP is a performance-based, multi-year incentive plan for our senior executives, including the NEOs. We maintain overlapping three-year cycles with grants made annually, and we currently have three active cycles (2015-2017, 2016-2018 and 2017-2019). The Committee determines the total LTI value with reference to market levels through benchmarking completed by CAP. The LRIP was designed to deliver one-third of that LTI value. Each cycle prior to the 2015-2017 performance cycle uses a comparator group made up of peer companies for relative TSR measurement that is the same as the group used in our pay and performance analysis at that time. A TSR payout factor is determined by calculating the Company’s TSR rank within the comparator group based on the approved payout scale detailed below. Beginning with the 2015-2017 performance cycle, the comparator group used for relative TSR measurement is the S&P 500. A TSR payout factor is determined by calculating the Company’s TSR percentile rank within the S&P 500 based on the approved payout scale detailed below. For both methodologies, the TSR calculation uses a three-month average stock price at the beginning (three months preceding performance cycle start) and end (final three months in performance cycle, plus value of reinvested dividends) of the period for measurement purposes. This approach minimizes the impact of a single beginning and ending point stock price for each performance cycle.

If the resulting TSR performance for Motorola Solutions is negative, but would still result in a ranking that would provide a payout, the Committee will have discretion to reduce the calculated payout by up to 25%.

Comparator companies are reviewed annually and are not changed for any established performance cycle once they are approved by the Committee.

INDIVIDUAL TARGET AWARD $ TARGET INCENTIVE OPPORTUNITY TSR PAYOUT FACTOR (based on scale) PERFORMANCE LRIP AWARD PAYOUT SCALE ABOVE MEDIAN PERFORMANCE MEDIAN PERFORMANCE BELOW MEDIAN PERFORMANCE COMPARATOR COMPANIES 2014 – 2016 TSR Rank Relative TSR Payout Factor 1 2 3 4 5 6 7 8 9 10 11 12 13 14 200% 180% 160% 140% 120% 110% 100% 75% 50% 25% 0% Bottom Quartile 2015 – 2017 TSR Percentile Rank Relative TSR Payout Factor TSR Percentile Rank 2016 – 2018 Relative TSR Payout Factor 90th to 100th Percentile 250% 80th to 89.99th Percentile 200% 70th to 79.99th Percentile 175% 60th to 69.99th Percentile 150% 55th to 59.99th Percentile 110% 50th to 54.99th Percentile 90% 45th to 49.99th Percentile 80% 35th to 44.99th Percentile 50% 30th to 34.99th Percentile 30% < 30th Percentile 0% 90th to 100th Percentile 250% 80th to 89.99th Percentile 200% 70th to 79.99th Percentile 175% 60th to 69.99th Percentile 150% 55th to 59.99th Percentile 110% 50th to 54.99th Percentile 90% 45th to 49.99th Percentile 80% 35th to 44.99th Percentile 50% 30th to 34.99th Percentile 30% < 30th Percentile 0% S&P 500 S&P 500 Agilent Technologies NCR Danaher Parker-Hannifin Dover Raytheon Eaton Rockwell Automation Harris Rockwell Collins Ingersoll-Rand TE Connectivity Tyco International

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Performance Options and Market Stock Units

In 2016, the Committee granted POs and MSUs to the NEOs under our Omnibus Plan (defined below). The POs are earned and vest based on relative TSR performance at the end of the three-year performance period based on the same payout scale described above for the 2015-2017 and 2016-2018 LRIP. The MSUs are earned and vest based on stock price appreciation/depreciation at the first, second and third anniversaries of the date of grant with respect to one-third of the grant for each of the three time periods.

Timing and Grant Practices of Global Equity Awards

Since 2012, our share usage (equity grants as a percentage of common shares outstanding) has been significantly reduced from our prior granting practices, resulting in a decrease in our stock-based compensation expense. In 2016, the expense from previous grants made to a broader population had been fully recognized, resulting in a level of expense we anticipate will continue for future years, unless and until we further modify our equity granting practices. In 2016, we also issued more equity than in prior years due to multiple, key acquisitions. We grant equity to employees of our acquired companies as a key strategy to retain employees and their enterprise knowledge and align their interests with those of our stockholders. In addition, at the 2015 Annual Meeting, stockholders approved the Motorola Solutions 2015 Omnibus Incentive Plan, which was an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2006 (the “Omnibus Plan”), which reduced by approximately 7 million shares, to 12 million shares, the total number of shares reserved and approved for issuance. We plan to continue to closely manage our equity granting practices to ensure our share usage and stock-based compensation expense remain in line with competitive levels.

In 2016, our annual equity awards were made in the first quarter of the year to allow the Company to better align the receipt of equity awards with the assessment of prior year performance, achievement of prior year business goals and the prospective incentive objectives for our NEOs. We do not structure the timing of equity awards to precede or coincide with the disclosure of material non-public information. All equity grants made to Section 16 Officers are approved by the Committee, with concurrence by the Board for grants to the CEO.

The Committee has also delegated authority to the most senior human resources executive to make off-cycle equity grants to newly hired or promoted employees, in recognition of outstanding achievement or for retention. These types of grants are made on the first trading day of each month.

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Executive Benefits and Perquisites

To enhance our ability to attract and retain talented executives in a highly competitive talent market, we provide the benefits and perquisites detailed in the following table:

Benefit or Perquisite		Named Executives		Other Executives and Managers				All Eligible Full-Time Employees
Retirement 1 , Saving and Stock Purchase Plans
Health and Welfare Benefits 2
Deferred Compensation
Financial Planning					Vice Presidents
Executive Physicals					Executive & Senior VPs
Security System Monitoring		CEO
Personal Use of Corporate Aircraft Service 3		CEO

¹ Pension provided to US-based eligible employees hired prior to Jan 1, 2005.

² Includes medical, dental, vision, group life insurance, business travel accident insurance, short- and long-term disability and work life programs.

³ In limited circumstances, and as approved by the CEO, other employees are permitted to use our corporate aircraft service for personal purposes.

COMPENSATION DECISIONS FOR 2016

Mr. Brown’s 2016 compensation reflects a strong year of operational and financial performance. One- and three-year performance were both improved from 2015 resulting in a higher 1) STIP award based on improved company performance and an IPF of 1.4 reflecting Mr. Brown’s outstanding individual performance for the year, and 2) LRIP payout due to improved three-year TSR for the 2014-2016 LRIP cycle. Even with this strong performance, 2016 total actual compensation was lower than in 2015 due to the 2015 PCSO award, which increased last year’s compensation.

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Mr. Bonanotte received a 4.0% base salary increase and above target payouts under both the STIP and 2014-2016 LRIP cycle. Even with this strong performance, 2016 total actual compensation was lower than in 2015 due to the 2015 PCSO award, which increased last year’s compensation.

As a newer member of management’s executive committee, Mr. Brda received a 9.8% base salary increase in 2016 to move him closer to the competitive range for his role. Mr. Brda received above target payouts under both the STIP and 2014-2016 LRIP cycle.