2018 Guide to Effective Proxies

2.17.11 Shareholder engagement | 493 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Proxy Summary 21 ANNUAL STOCKHOLDER OUTREACH CYCLE Nasdaq believes that strong corporate governance should include regular, constructive year-round engagement.We actively engagewith our stockholders as part of our annual corporate governance cycle as described below. We conduct quarterly outreach to the governance teams atmany of our top institutional holders. Spring Summer Fall Winter » Active outreachwith institutional holders to discuss important governance items to be considered atAnnual Meeting » Publish annual communications to stockholders: proxy statement and Form10-K » ConductAnnualMeeting » Engagewith investors through industry conferences, non-deal roadshows andmeetings » Webcasts ofmost conference presentations are available to all investors, including retail » PostAnnualMeeting results onNasdaq website » Review results and feedback fromAnnual Meetingwith institutional holders » Share investor feedback with the entireBoard » Active outreachwith institutional holders to discuss vote and follow up issues » Engagewith investors through industry conferences, non-deal roadshows andmeetings » Webcasts ofmost conference presentations are available to all investors, including retail » Conduct annual Board assessment of governance, including feedback of stockholders » Active outreachwith institutional holders to identify focus and priorities for the coming year » Engagewith investors through industry conferences, non-deal roadshows and meetings » Conduct annual perception study » Webcasts ofmost conference presentations are available to all investors, including retail » Active outreachwith institutional holders to understand their priorities in the areas of corporate governance, executive compensation, ESG and other disclosures » Share investor feedback with the entireBoard » Review governance best practices and trends, regulatory developments and our governance framework » Engagewith investors through industry conferences, non-deal roadshows andmeetings » Webcasts ofmost conference presentations are available to all investors, including retail Total of 02 pages in section MOTOROLA SOLUTIONS, INC. NASDAQ, INC. Responseto2017StockholderVoteandStockholderEngagementProcess Atthe2017AnnualMeeting,ourstockholdersapprovedtheadvisoryvoteonourexecutivecompensationwith96%support.Webelievethisisin largepartduetoprogramchangesoverthepastseveralyears,whichhaveresultedinafundamentallysoundprogramdesignedtodriveour growthandalignwithoverallstockholderinterests. CEO AllCorporate VPsand above Maintained PlanRevision Approved Maintained in PlanApproved in 2015 100% Performance- Based LTI Implemented Reduced Eligibility Maintained NewPlan Approved (effective for new participants) AllNEOs AllNEOs AllNEOs AllNEOs Effective (for participants following required notice period) Maintained Performance-contingent vesting for equity grants Elimination of excise tax gross-up forCEO Change in control planwith reduced benefits and elimination of excise tax gross-up Extended stock ownership guidelines further down in organization 100% performance-based LTI program based on relative TSR and absolute stock price Removed share recycling provisions from stock plan Implemented forDirectors Strengthened stock ownership guidelines for the Board ofDirectors Significantly reduced equity eligible population to betteralign eligibility, share usage and equity expensewithmarket PROGRAMCHANGE 2016 2017 2015 2014 2013 2012 2011 Inlate2017andearly2018,wecontactedstockholdersholdingapproximately62%ofoursharesintheaggregatetoseekfeedbackonour governanceandcompensationprograms,someofwhomnotedthattheyhadnoissueswithourprogramsanddeclinedourrequestfor engagement.Withthestockholderswhoacceptedourrequestforfeedback,wediscussedimportantgovernancetopicsandourunchanged incentiveprogramdesign,whichcontinuedtoreceivepositivefeedback.Theinvestorswithwhomwespokeexpressednomajorconcernsabout thecurrentexecutivecompensationprogram,includingpayprograms,approachandoverallgovernance. Ourstockholderengagementprocessisnotjustaone-timeevent;wehaveongoinginvestorrelationseffortsinplaceincludingmonitoringtrends, engaginginvestorsandstockholdergroupsonpaytopicsandseekingongoingfeedbackonpaypracticesandcorporategovernance.Weactively andperiodicallyengagewithourstockholderstorequesttheirviewsofourcompensationprogramsandindividualpayactionsandtakethat informationintoconsiderationwhenassessingandevaluatingpotentialchangestoourexecutivecompensationprograms.Inaddition,we conductoutreacheffortstwotimesayearthatarefocusedoninstitutionalinvestorswithlargerstockholdings,stockholderadvocatesandproxy advisoryfirms.Ouroff-proxyseasonoutreachisdesignedtogainfeedbackontheresultsofthepreviousAnnualMeetingandinputonourpay programsanddisclosures.OurMarch/Apriloutreachisdesignedtoanswerquestionsandprovideclarifications,ifnecessary,leadinguptothe AnnualMeetingandensurestockholdersareeffectivelyinformedaboutourprogramsinadvanceoftheadvisoryvoteonexecutivecompensation. MotorolaSolutions Noticeof2018AnnualMeetingofStockholderandProxyStatement 23 Notice of 2018 Annual Meeting of Stockholders and Proxy Statement 20 Engaging with Our Stockholders We value our stockholders’ perspectives andmaintain a vigorous stockholder engagement program.During2017,we conducted outreach to a cross-section of stockholders owning approximately75% of our outstanding shares. In2017, our key stockholder engagement activities included11 investor (non-deal) road shows in8 countri s,21 inv stor conferences and our2017AnnualMeeting of Stockholders.We also conducted quarte ly outreach to th governance teams atmany of our top institutional holders. Ongoing communicationwith our stockholders helps theBoard and seniormanagement gain useful feedback on awide range of subjects and better understand the issues thatmatter most to our stockholders.Nasdaq views accountability to stockholders as both amark of good governance and a critical component of our success.Management regularly conferswith investors and actively solicits feedback on a variety of topics including those listed below. WHAT WE HEARD/WHAT WE DID TopicsWeDiscussed/Heard WhatWeDid Long-TermStrategy » We initiateda strategic review, resulting in increasedallocationof resources toour largestgrowth opportunities. » We communicated the resultsof the strategic review, andprovided regularupdatesonourprogress, including the acquisitionof eVestment, increasedorganic investment andour intent todivest certain businesses. CapitalDeployment/ Returns » We increased the regular dividendwhile communicating our policy to continue growing the dividend as income and cashflow grow. » We refinedour share repurchaseprogram to establish aprimaryobjective fmaintaining a stable share count. ExecutiveCompensation » TheManagement Compensation Committee reviewed and approved a new total rewards program in alignmentwith our corporate strategy. CorporateCulture » We revised and broadly communicated our core values. » We affirmed our commitment to gender equality through theParityPledge, a promise to interview at least one qualified female candidate for every open position, vice president and above, and through theUnitedNationsWomen’s EmpowermentPrinciples. BoardComposition » TheBoard nominated JacobWallenberg,who is the Chairman of theBoard of InvestorAB andwho has significant experience as a director of publicly traded companies, for election to theBoard at the 2018AnnualMeeting. » We affirmed our commitment to diversity in the boardroomwithmembership in the30% Club,which campaigns in theU.S. to achieve30% female directors on S&P100 boards by2020. ESG/Sustainability » We released our EnvironmentalPractices Statement in early2018. » We strengthened our commitment to supply chain sustainability through adoption of our Supplier Code of Ethics. Information/Cybersecurity ProgramsandBreach Preparedness » TheAudit Committee continued its robust oversight of information/cybersecurity program and breach preparedness. » We adopted an InformationProtection andPrivacy Statement. We value our stockholders’ perspectives andmaintain a vigorous stockholder engagement program.