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Harris Corp/DE – ‘DEF 14A’ for 10/24/03

On:  Friday, 9/12/03, at 4:58pm ET   ·   Effective:  9/12/03   ·   For:  10/24/03   ·   Accession #:  950152-3-8237   ·   File #:  1-03863

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/12/03  Harris Corp/DE                    DEF 14A    10/24/03    2:1.8M                                   Bowne BCL/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Harris Corporation Definitive Proxy                 HTML    364K 
 2: DEF 14A     Courtesy Copy -- l01703bdef14axpdfy                  PDF   1.01M 

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INFORMATION REQUIRED IN PROXY STATEMENT

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

HARRIS CORPORATION

Payment of Filing Fee (Check the appropriate box):

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HARRIS CORPORATION
1025 West NASA Boulevard
Melbourne, Florida 32919

September 12, 2003

Dear Fellow Shareholder:

      You are cordially invited to attend the 2003 Annual Meeting of Shareholders of Harris Corporation. The meeting will be held at the Phillip W. Farmer Customer Briefing Center located at 1025 West NASA Boulevard in Melbourne, Florida, on Friday, October 24, 2003, starting at 10:00 a.m., local time.

      The accompanying notice of the meeting and the proxy statement describe the matters to be voted on at the meeting, which include:

      Your Board of Directors believes that the election of its nominees for directors and the ratification of the appointment of independent auditors are in the best interests of Harris and its shareholders and, accordingly, recommends a vote FOR the election of the nominees for directors and FOR the ratification of Ernst & Young LLP as Harris’ independent auditors for fiscal year 2004. These matters are discussed in greater detail in the accompanying proxy statement.

      Following the voting, I will report on our operations and future plans. There will also 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 communication and understanding. We hope you will be able to join us. Whether or not you plan to attend it is important that your shares be represented and voted at the meeting. You can ensure that your shares are represented at the meeting by voting via telephone or the Internet or by promptly completing, signing, dating and returning your proxy card in the enclosed envelope. Instructions for these convenient ways to vote are set forth on the enclosed voting instruction card.

	Cordially,
	Howard L. Lance
	Chairman, President and
	Chief Executive Officer

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HARRIS CORPORATION

TO THE HOLDERS OF COMMON STOCK
OF HARRIS CORPORATION:

      The 2003 Annual Meeting of Shareholders of Harris Corporation will be held at Harris Corporation’s Phillip W. Farmer Customer Briefing Center located at 1025 West NASA Boulevard, Melbourne, Florida, on Friday, October 24, 2003, at 10:00 a.m., local time, for the following purposes:

      Only holders of common stock of record at the close of business on August 29, 2003, will be entitled to vote at the meeting and all adjournments or postponements thereof.

      Your Board of Directors urges shareholders to vote FOR items 1 and 2.

Melbourne, Florida

IMPORTANT NOTICE

Your vote is important. If you do not expect to attend the Annual Meeting of Shareholders or if you plan to attend but wish to vote by proxy, please vote electronically via the Internet or by telephone or by completing, dating, signing and mailing promptly the enclosed proxy card for which a return envelope is provided.

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HARRIS CORPORATION

PROXY STATEMENT

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Why are you receiving this

      We are furnishing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Harris Corporation (which we refer to as “Harris,” “we,” “our” or “us”) for use at the 2003 Annual Meeting of Shareholders to be held on October 24, 2003, and at any adjournments or postponements thereof.

      On September 12, 2003, we commenced mailing to our shareholders: (1) this proxy statement, (2) the accompanying proxy card and instructions, (3) a copy of our 2003 Annual Report to Shareholders, and (4) our Annual Report on Form 10-K for the fiscal year ended June 27, 2003.

What is a proxy?

      A proxy is your legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy, the document in which you make that designation is also called a proxy.

What is a proxy statement?

      This document is a proxy statement. It is a document that we are required by law to give you when we ask you to name a proxy to vote your shares.

      We encourage you to read this proxy statement carefully. In addition, you may obtain information about Harris from the other documents delivered with this proxy statement.

What is the purpose of the meeting?

      The purpose of the 2003 Annual Meeting of Shareholders is to obtain shareholder action on the matters outlined in the notice of meeting included with this proxy statement. These matters include the election of three directors and the ratification of the selection by our Audit Committee of Ernst & Young LLP as our independent auditors for fiscal year 2004. This proxy statement provides you with detailed information about each of these matters.

What is a record date and

      The record date for the shareholders entitled to vote at the 2003 Annual Meeting is August 29, 2003. The record date is established by the Board as required by Delaware law. Owners of record at the close of business on the record date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and at any adjournments or postponements thereof.

How many shares can be voted and

      You are entitled to one vote for each share of Harris common stock that you own as of the close of business on August 29, 2003.

      Only our common stock has voting rights. On the record date, there were 66,467,804 shares outstanding and approximately 8,423 holders of record.

      A quorum is the minimum number of shares that must be present in person or by proxy in order for us to conduct the Annual Meeting.

      The attendance by proxy or in person of holders of a majority of the shares of common stock entitled to vote at the Annual Meeting will constitute a quorum to hold the Annual Meeting.

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What different methods can you

      You have a choice of voting:

      The telephone and Internet procedures use a control number to verify your identity and to allow you to vote your shares. The procedures also enable you to confirm that your instructions have been properly recorded or followed.

      Even if you plan to attend the Annual Meeting, you may vote by telephone, Internet or mail.

      Please carefully read the instructions below on how to vote your shares. Because the instructions vary depending on how you hold your shares and the method you decide to use to vote, it is important that you follow the instructions that apply to your particular situation.

      If you vote by Internet or telephone, you should not return your proxy card.

What is the difference between

      If your shares are registered in your name, you are a record holder. If your shares are registered in the name of your broker or bank or other nominee, your shares are held in “street name.”

How do you vote if your shares are

Voting by telephone

      Voting by telephone is simple and fast. Call the toll-free telephone number on your proxy card and voting instruction form and listen for further directions. To respond to the questions, you must have a touch-tone phone and the control number, which is located in the box on the bottom right side of your proxy card and voting instruction form. When prompted, you must enter your control number. This vote will be counted immediately, and there is no need to send in your proxy card.

Voting on the Internet

      Voting on the Internet is also easy and fast. Read your proxy card and voting instruction form and follow the directions. You will need to have and enter your control number. This vote will be counted immediately, and there is no need to send in your proxy card.

Voting by mail

      If you are a shareholder of record, you can save Harris expense by voting by telephone or on the Internet. Alternatively, you can vote by mail by completing, signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided.

Voting in person at the meeting

      If you plan to attend the Annual Meeting, you can vote in person. To vote in person at the Annual Meeting, you will need to bring proper identification and evidence of your share ownership with you to the Annual Meeting.

Revoking your proxy

      As long as your shares are registered in your name, you may revoke your proxy at any time before it is exercised. There are several ways you can do this:

How do you vote if your shares are

Voting by mail, telephone or on the Internet

      If your shares are held in the name of your broker or nominee, you should vote your shares using the method directed by that broker or other nominee. A large number of banks and brokerage firms are participating in online voting programs. These programs provide eligible “street” name shareholders the opportunity to vote via the Internet or by telephone. Voting forms will provide instructions for shareholders whose banks

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Voting in person at the meeting

      If you plan to attend the Annual Meeting and to vote in person, you should contact your broker or nominee to obtain a broker’s proxy and bring it, together with proper identification and your account statement or other evidence of your share ownership, with you to the Annual Meeting.

Revoking your proxy

      If your shares are held in street name, you must contact your broker or nominee to revoke your proxy.

What are your voting choices and

      By giving us your proxy, you authorize Harris’ management to vote your shares at the 2003 Annual Meeting or at any adjournments or postponements thereof in the manner you indicate.

Proposal 1: Election of Directors

      With respect to the election of nominees for director, you may:

      The three nominees receiving the greatest number of votes will be elected to serve as directors. Non-voted shares and shares whose votes are withheld will not affect the outcome of the election for directors.

Proposal 2: Ratification of Auditors

      With respect to the proposal to ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for fiscal year 2004, you may:

      The affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on this proposal will be required to ratify the appointment of independent auditors. Abstaining from voting on this matter will have the effect of a vote against ratification of the independent auditors.

How do you vote shares held in

      If you are a participant in Harris’ 401(k) Retirement Plan, the proxy and instruction card sent to you also will serve as the non-binding voting instruction card to the trustee of the plan for all shares of our common stock you own through the plan.

How do you vote shares held in the Harris Dividend Reinvestment Plan?

      If you are a participant in the Harris Dividend Reinvestment Plan (“DRIP”) administered by Mellon Bank, N.A., your proxy includes the Harris common stock held in your DRIP account. Mellon Bank, N.A., as the DRIP administrator, is the stockholder of record of that plan and will not vote those shares unless you provide it with instructions, which you may do over the Internet, by telephone or by mail using your proxy card.

What happens if you return an

      If you return your proxy card with no votes marked, your shares will be voted as follows:

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How are broker non-votes counted?

      It is possible for a proxy to indicate that some of the shares represented are not being voted with respect to certain proposals. This occurs, for example, when a broker is not permitted by New York Stock Exchange rules to vote on a matter without instructions from the beneficial owner of the shares. In these cases, non-voted shares will not be considered present and entitled to vote with respect to that matter, although they may be considered present and entitled to vote for other purposes and will be counted in determining the presence of a quorum. Accordingly, if a quorum is present at the meeting, non-voted shares concerning a particular proposal will not affect the outcome of that proposal. The election of directors and the ratification of independent auditors are considered “routine” matters for which brokers may vote without specific instructions.

What does it mean if you receive more

      If you receive more than one proxy card, it means you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Mellon Investors Services LLC, which may be reached by telephone at 1-888-261-6777 or by Internet at www.melloninvestor.com.

Who pays for the solicitation of proxies?

      We actively solicit proxy participation. We will bear the cost of soliciting proxies, including the preparation, assembly, printing and mailing. In addition to this notice by mail, we request and encourage brokers, custodians, nominees and others to supply proxy materials to shareholders, and we will reimburse them for their expenses. Our officers and employees may, by letter, telephone, electronic mail or in person, make additional requests for the return of proxies, although we do not reimburse our own employees for soliciting proxies. We have also hired Georgeson Shareholder Communications Inc. for a fee of $7,500 plus out-of-pocket expenses to help solicit proxies.

Webcast of the

      Our Annual Meeting will be webcast live on October 24, 2003. You may visit the Investor Relations page on our web site which is www.harris.com to access the webcast of the meeting. An archived copy of the webcast also will be available on our web site through November 24, 2003.

Where can you find the voting results

      We intend to announce the preliminary voting results at the Annual Meeting and to publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal 2004, which we will file with the SEC and make available on our web site www.harris.com.

      Our business, property and affairs are managed under the direction of our Board of Directors. Members of the Board are kept informed of our business through discussions with the chairman and officers, by reviewing materials provided to them or requested by them, by visiting our offices and plants and by participating in meetings of the Board and its committees.

      Our Restated Certificate of Incorporation provides that our Board of Directors shall consist of not fewer than eight or more than thirteen directors, the exact number to be determined from time to time by the Board of Directors. The authorized number of directors is presently fixed at ten. Our Restated Certificate of Incorporation also classifies our Board of Directors into three classes of approximately equal size with three-year terms of office ending in different years.

      This year, the terms of Ralph D. DeNunzio, Joseph L. Dionne, David B. Rickard and Gregory T. Swienton expire at the Annual Meeting. Based upon the recommendation of the Corporate Governance Committee, Joseph L. Dionne, David B. Rickard and Gregory T. Swienton each have been

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      From time to time, the Board considers potential director candidates, and as an appropriate candidate is identified, the Board will consider increasing the authorized number of directors.

      Proxies will be voted in favor of electing Messrs. Dionne, Rickard and Swienton to serve for the three-year term expiring in 2006, unless otherwise specified in the proxy card or Internet or telephone voting instructions. Each of the nominees has consented to stand for election. If any nominee becomes unavailable for election, proxies voting for that nominee may be voted for a substitute nominee selected by the Board.

      None of the directors, including each of the nominees, is related to any other nominee or director, or to any executive officer of Harris or its subsidiaries, by blood, marriage or adoption.

      Biographical summaries of the nominees and of the continuing directors appear on subsequent pages, and data with respect to the number of shares of our common stock beneficially owned by them as of July 11, 2003, is set forth in the table on page 16.

Joseph L. Dionne, 70, is a retired 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. He retired as chief executive officer of McGraw-Hill in April 1998 and as chairman in December 1999.

Mr. Dionne was elected to our Board of Directors in 1989 and is the chairperson of the Management Development and Compensation Committee and a member of the Business Conduct Committee, the Corporate Governance Committee, and the Executive and Finance Committee.

Mr. Dionne is also a director of AXA Financial Inc., The Equitable Life Assurance Society of the United States and Ryder System, Inc.

David B. Rickard, 56, is executive vice president, chief financial officer and chief administrative officer of CVS Corporation and CVS Pharmacy, Inc., a retail drugstore chain. He has held this position since joining CVS in September 1999. Prior to joining CVS, he was senior vice president and chief financial officer of RJR Nabisco Holdings Corporation from March 1997 to August 1999. Previously, he was executive vice president of International Distillers and Vintners Americas.

He is a graduate of Cornell University and the Harvard Business School.

Mr. Rickard was elected to our Board of Directors in October 2001 and is a member of the Audit Committee, the Business Conduct Committee, and the Executive and Finance Committee.

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Gregory T. Swienton, 53, is chairman, president and chief executive officer of Ryder System, Inc., a logistics and transportation services company. He joined Ryder in June 1999 as president and chief operating officer, and was named chief executive officer in November 2000, and chairman in May 2002. Prior to joining Ryder, he was senior vice president-growth initiatives of Burlington Northern Santa Fe Corporation (“BNSF”). He held senior positions with BNSF and the former Burlington Northern Railroad from 1994 to 1999, and various executive and management positions with DHL Worldwide Express from 1982 to 1994.

Mr. Swienton was elected to our Board of Directors in February 2000 and is chairperson of the Investment Committee for the Harris Corporation Retirement Plans and a member of the Audit Committee, the Business Conduct Committee, and the Management Development and Compensation Committee.

In addition to being on the Ryder board, he is also on the Board of Trustees of St. Thomas University in Miami, Florida.

Recommendation Regarding Proposal 1

      Our Board of Directors recommends that you vote FOR each of the nominees.

      This year the term of Ralph D. DeNunzio expires immediately prior to the Annual Meeting of Shareholders. Mr. DeNunzio will turn 72 in November. Therefore, in accordance with our policy on mandatory retirement of directors at age 72, he is not standing for re-election. Mr. DeNunzio’s biographical information follows.

Ralph D. DeNunzio, 71, 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 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 our Board of Directors in 1973 and is the chairperson of the Audit Committee and a member of the Business Conduct Committee, the Executive and Finance Committee, and the Investment Committee for the Harris Corporation Retirement Plans.

Mr. DeNunzio is also a director of FedEx Corporation and NIKE, Inc.

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      Biographical summaries of our current directors whose terms continue to run until the 2004 or 2005 Annual Meeting of Shareholders appear below.

Howard L. Lance, 47, is our chairman of the board, president and chief executive officer. Mr. Lance joined Harris in January 2003 as president and chief executive officer and was appointed chairman in June 2003. Mr. Lance was president of NCR Corporation, an information technology services provider, and chief operating officer of its Retail and Financial Group from July 2001 until October 2002. Prior to that, he spent 17 years with Emerson Electric Company, an electronic products and systems company, where he held increasingly senior management positions with different divisions of the company. In 1999, Mr. Lance was named executive vice president for Emerson’s Electronics and Telecommunications businesses. Earlier, Mr. Lance held sales and marketing positions with the Scott-Fetzer Company and Caterpillar, Inc. where he began his career in an engineering co-op program.

Mr. Lance was elected to the Harris Board of Directors in January 2003. He is chairperson of the Executive and Finance Committee and a member of the Investment Committee for the Harris Corporation Retirement Plans.

Mr. Lance serves as a member of the Board of Governors of the Aerospace Industries Association, a member of the Florida Council of 100 and a member of the Board of Trustees of the Manufacturers Alliance.

Mr. Lance has a master’s degree in management from the Krannert Graduate School of Management at Purdue University, and a bachelor’s degree in industrial engineering from Bradley University.

Thomas A. Dattilo, 52, is chairman, president and chief executive officer of Cooper Tire & Rubber Company, a manufacturer of tires and automotive products. He joined Cooper in January 1999 as president and chief operating officer and became chairman and chief executive officer in April 2000. Prior to joining Cooper, he held senior positions with Dana Corporation. His most recent position was president of Dana’s sealing products group.

Mr. Dattilo was elected to our Board of Directors in August 2001 and is a member of the Audit Committee, the Business Conduct Committee, and the Investment Committee for the Harris Corporation Retirement Plans.

In addition to being on the Cooper Tire & Rubber Company board, he is also chairman of the Rubber Manufacturers Association and a member of the Executive Committee of the Board of Trustees of the Manufacturers Alliance.

Dr. James C. Stoffel, 57, is senior vice president, chief technical officer, and director of research and development of Eastman Kodak Company, a film and digital imaging company. He has held this position since 2000. He joined Kodak in 1997 as vice president, director Electronic Imaging Products research and development and became director of research and engineering in 1998. Prior to joining Kodak, he was with Xerox Corporation where he began his career in 1972. His most recent position was vice president, corporate research and technology.

Dr. Stoffel was elected to our Board of Directors in August 2003 and is a member of the Business Conduct Committee and the Management Development and Compensation Committee.

Dr. Stoffel is also a director of NexPress Solutions LLC and is trustee of the George Eastman House museum. He serves on the Advisory Board for Research and Graduate Studies at the University

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Lewis Hay III, 47, is chairman, president and chief executive officer of FPL Group, Inc., a public utility holding company, and is chairman and chief executive officer of Florida Power and Light Company. He joined FPL Group in 1999 as vice president, finance and chief financial officer. From March 2000 until December 2001 he served as president of FPL Group’s non-utility power-generation subsidiary, FPL Energy, LLC. He was named president and chief executive officer of FPL Group in June 2001, and he was named chairman in January 2002. From May 1999 to July 1999 he was president of LSME Acquisition Co., LLC, a specific purpose acquisition company. Prior to that he was executive vice president and chief financial officer of U.S. Foodservice, Inc., a food service distributor.

Previously, he was a partner with Strategic Planning Associates (now Mercer Management Consulting) where, among other things, he led the firm’s U.S. telecommunications practice.

Mr. Hay was elected to our Board of Directors in February 2002 and is a member of the Audit Committee, the Business Conduct Committee, and the Corporate Governance Committee.

Karen Katen, 54, is executive vice president, Pfizer Inc. and president of Pfizer Global Pharmaceuticals. Ms. Katen joined Pfizer in 1974, following receipt of BA and MBA degrees from the University of Chicago.

Ms. Katen was elected to our Board of Directors in 1994 and is chairperson of the Business Conduct Committee, and a member of the Corporate Governance Committee and the Management Development and Compensation Committee.

Ms. Katen is also a director of General Motors Corporation and is a member of the International Council of J.P. Morgan Chase & Co. She is a member of the Council for the United States and Italy, and an appointee to the 2003 U.S.-Japan Private Sector/Government Commission and the National Infrastructure Advisory Committee. Ms. Katen is a member of the Pharmaceutical Research and Manufacturers Association of America and the European Federation of Pharmaceutical Industry Associations. She is a member of the National Alliance for Hispanic Health, Catalyst and RAND. Ms. Katen is also on the national board of trustees for the American Cancer Society Research Foundation, is trustee for the University of Chicago and is also a council member of the Graduate School of Business at the University of Chicago.

Stephen P. Kaufman, 61, is retired president and chief executive officer of Arrow Electronics, Inc., a distributor of semiconductors, peripherals and components. He became president and chief operating officer of Arrow in 1985, chief executive officer in 1986, and chairman in 1994. He retired as chief executive officer in June 2000 and reassumed that position in June 2002 on an interim basis until September 2002. In January 2001 Mr. Kaufman was appointed a senior lecturer at the Harvard Business School. Prior to joining Arrow, he served in executive capacities with Midland-Ross Corporation.

Mr. Kaufman was elected to our Board of Directors in December 1999 and is chairperson of the Corporate Governance Committee, and a member of the Business Conduct Committee, the Executive and Finance Committee, and the Management Development and Compensation Committee.

Mr. Kaufman is also a director of KLA-Tencor Corporation and Primary PDC, Inc. (the residual entity of Polaroid’s bankruptcy remaining after the sale of assets, and awaiting dissolution orders from the bankruptcy court).

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Meetings and Attendance

      In fiscal 2003, our Board of Directors held six regular meetings and two special meetings, and the standing committees of our Board met a total of 20 times. Each director attended at least 75% of the meetings of the Board and of those committees of which he or she was a member except for Karen Katen, who attended one meeting less than 75% of the meetings of the Board and of those committees of which she is a member. All of the directors attended an average of 94% of such meetings of the Board and committees on which they serve.

Committees

      Currently our Board has six standing committees to assist in the discharge of its responsibilities. The principal functions of each committee are described below. Following the 2003 Annual Meeting, the Investment Committee for the Harris Corporation Retirement Plans will be discontinued and its functions and responsibilities will be allocated between the Executive and Finance Committee and the Management Development and Compensation Committee.

Audit Committee

      The Audit Committee meets at least seven times a year, including periodically with our independent auditors, management representatives and our internal auditors, as appropriate.

      The Audit Committee represents and assists the Board in fulfilling its responsibilities to oversee, among other things:

      The purposes and responsibilities of the Audit Committee also include the following:

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      A more detailed discussion of the Audit Committee’s duties and responsibilities is contained in the Audit Committee Charter, which was adopted by our Board of Directors. A copy of this Charter is attached as Exhibit A to this proxy statement.

      From time to time the Committee also undertakes special projects. These projects have included reviewing our various insurance coverages, our environmental policies and our various legal issues and major litigation.

      Our Board of Directors has determined that each of the members of the Audit Committee is “independent” as defined by the rules of the New York Stock Exchange and the Sarbanes-Oxley Act of 2002.

      Our Board has also determined that each of the members of the Audit Committee satisfies the “financial literacy” requirements of the New York Stock Exchange and that David B. Rickard satisfies the “audit committee financial expert” criteria as that term is defined by regulation of the SEC and the “financial expert” criteria currently proposed by the New York Stock Exchange and that he is independent of management of Harris.

      The Committee held seven meetings during the past fiscal year.

Management Development and

      The functions of the Management Development and Compensation Committee include the following:

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      The Management Development and Compensation Committee is comprised solely of non-employee, independent members of the Board of Directors. The Committee held two meetings during the past fiscal year.

Corporate Governance Committee

      The Corporate Governance Committee performs the following primary functions:

      The Corporate Governance Committee is comprised solely of non-employee, independent members of the Board of Directors. The Committee held three meetings during the past fiscal year.

Executive and Finance Committee

      The Executive and Finance Committee is authorized to evaluate and review our financial position, capital structure, significant capital asset transactions, major acquisitions and divestitures and, during the intervals between meetings of the Board of Directors, to the extent permitted by law, to exercise all powers of the Board (except for certain reserved matters) in the management of our business. The Committee also reviews our dividend policies and makes recommendations to the Board for changes in such policies.

      The Committee held two meetings during the past fiscal year.

Investment Committee for the

      The Investment Committee for the Harris Corporation Retirement Plans assists the Board by overseeing the financial administration of our various major retirement and pension plans, including the selection and review of the investment funds and their performance and the independent investment advisors for the plans.

      The Committee held four meetings during the past fiscal year. Following the 2003 Annual Meeting, the Investment Committee for the Harris Corporation Retirement Plans will be discontinued and its functions and responsibilities will be allocated between the Executive and Finance Committee and the Management Development and Compensation Committee.

Business Conduct Committee

      The Business Conduct Committee reviews and oversees our continuing program relating to standards and controls within Harris for compliance with our standards of business conduct, sound business practices and legal requirements in connection with our business.

      The Committee held two meetings during the past fiscal year.

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      The current committee members for each of our six standing committees of the Board of Directors are as follows:

OTHER CORPORATE GOVERNANCE INFORMATION

Director Independence

      Our Board of Directors periodically reviews the independence of the members of the Board and its committees. All of our directors (including all of the nominees presently standing for election) other than Mr. Lance, our chairman, president and chief executive officer, are non-employee directors. Our Board reviewed the commercial relationships between Harris and companies with or by which the non-employee directors are affiliated or employed. Although our Board has not adopted categorical standards of materiality, none of these relationships were deemed to be material as, in each case, the aggregate amount of purchase and/or sale of products or services, if any, was less than one percent of the annual revenues or total consolidated assets of either Harris or any such company. There are also no other material relationships, whether industrial, banking, consulting, legal, accounting, charitable or familial, which would impair the independence of any of our non-employee directors.

      The Board has also determined that each of our non-employee directors satisfies the independence criteria (including the enhanced criteria with respect to members of the Audit Committee) set forth in the current and proposed listing standards and rules of the New York Stock Exchange and the SEC.

Corporate Governance Principles

      Our Board of Directors has previously adopted Corporate Governance Principles which trace their history to 1960 and which have evolved and been revised over the past twenty years. Our Corporate Governance Committee is responsible for overseeing the Corporate Governance Principles and reporting and making recommendations to our Board of Directors concerning corporate governance matters. These guidelines address matters including committee membership and structure, executive sessions,

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Executive Sessions of Outside Directors

      The Board and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time as appropriate. Board agendas for scheduled meetings also include regularly scheduled executive sessions of non-management directors. Currently, Joseph L. Dionne acts as chairperson at these regularly scheduled executive sessions. Commencing with the date of the 2003 Annual Meeting of Shareholders, the Board of Directors has implemented a system to annually rotate the Board member who chairs these executive sessions of non-management directors among the chairperson of each of our standing committees, in alphabetical order of the committee name (Audit, Business Conduct, etc.).

      It is our policy that directors retire from the Board effective at the end of the month in which they reach age 72. 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 employment position held at the time of election to the Board, although the Board may opt to have the director continue to serve on the Board.

      In October 2002, the Corporate Governance Committee and the Board reviewed and revised the Board’s cash compensation. Effective November 1, 2002, directors who are not employees of Harris receive the following fees for their services on the Board:

      These fees may be deferred, in whole or in part, as discussed below.

      We also reimburse each non-employee director for travel and out-of-pocket expenses incurred in connection with attendance at Board and committee meetings. In addition, we provide each non-employee director with accident, death and disability insurance in the amount of up to $200,000 and business travel insurance of up to an additional $200,000 in the event that he or she is involved in an accident while traveling on business relating to our affairs.

      In addition to receiving reimbursement for tax preparation and estate planning services of up to $5,000 per year, non-employee directors may participate in our gift matching program available to all employees, where we match contributions to eligible educational institutions and charitable organizations up to an annual maximum of $10,000 per director.

      Employee directors are not compensated for their services as a director.

  Stock Options

      Under the Harris Corporation 2000 Stock Incentive Plan (the “2000 Stock Incentive Plan”), which was approved by shareholders at the 2000 Annual Meeting, each non-employee director is automatically granted an option to purchase 2,000 shares of our common stock on the date of each Annual Meeting of Shareholders. Non-employee directors also receive an automatic grant to purchase 2,000 of our shares upon joining the Board. The options granted under the 2000 Stock Incentive Plan and its predecessor plan, the Harris Corporation Stock Incentive Plan (the “1990 Stock Incentive Plan”), are non-qualified options for tax purposes, are priced at fair market value on the date of grant and become exercisable as follows:

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      Notwithstanding the above, in the event of a change in control of Harris, any non-employee director’s options outstanding for more than one year at that time immediately become exercisable in full. In the case of options previously granted under the 1990 Stock Incentive Plan, a director may exercise vested options for a period of three years following the date of retirement; and a director’s vested options may be exercised by his or her estate or representative for a period of twelve months following the date of death. In the case of options granted to directors under the 2000 Stock Incentive Plan, such options continue to vest and may be exercised following retirement. In addition, such options fully vest upon a director’s death and are exercisable by his or her representative only within the twelve-month period following the date of death. In any event, all options granted to non-employee directors expire no 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.

  Deferred Compensation

      Under the 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan, on January 1 of each year each non-employee director is currently credited with 1,000 Harris stock equivalent units, which number may be changed from time to time by the Board. In addition, under this plan, each non-employee director may make an irrevocable election each year to defer all or a portion of his or her fees. Deferred amounts may be invested in investment alternatives similar to those available under our 401(k) Retirement Plan or in stock units, 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 our common stock on the first day of the month following the calendar month in which the fees are deferred. Once amounts are credited in Harris stock equivalents, they may not be reallocated into any other investment alternatives and are payable only following the director’s resignation, retirement or death. Each stock unit is credited with dividend equivalents, which are deemed reinvested in additional Harris stock units on the dividend payment date. A director may elect to receive amounts deferred under the 1997 Directors’ Plan, including amounts deferred in the form of Harris stock units, either in a lump sum cash payment on a date within five years of his or her resignation or retirement or in annual payments over a designated number of years, provided that all amounts are fully paid within ten years of resignation or retirement. Within ninety days following a change of control, each director (or former director) will receive a lump sum cash payment equal to the then remaining balance in his or her account.

  Indemnification

      We have entered into indemnification agreements with each of our directors and executive officers, including those executive officers named in the summary compensation table on page 22. These agreements require us to indemnify these directors and officers with respect to their activities as directors or officers of Harris, or when serving at our request as a director, officer or trustee of another corporation, trust or other enterprise, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by them in any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative to which they are, or are threatened to be made, parties as a result of their service to us. We will indemnify each such director or officer for any one or a combination of the following, whichever is most advantageous to such director or officer:

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      Under the indemnification agreements, each director or officer will continue to be indemnified even after ceasing to occupy a position as an officer, director, employee or agent of Harris with respect to suits or proceedings arising from his or her service with us.

OUR LARGEST SHAREHOLDERS

      The rules of the SEC require disclosure regarding any persons known to us to be a beneficial owner of more than five percent of our common stock. The following table sets forth as of July 11, 2003 the beneficial ownership of our common stock by each person who has reported to the SEC beneficially owning more than five percent of our common stock, based on the reports filed by these persons.

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      The following table sets forth the beneficial ownership of shares and equivalent units of our common stock, as of July 11, 2003, by each director, including the nominees for election at the 2003 Annual Meeting, each current and former executive officer named in the summary compensation table below, and all our directors and executive officers as a group. Except as otherwise noted, the named individual or family members had sole voting and investment power with respect to the securities.

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      The following Report of the Audit Committee does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by Harris under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Harris specifically incorporates this Report by reference therein.

      The Audit Committee operates pursuant to a Charter that was revised by our Board of Directors in April 2003 and that is included as Exhibit A to this proxy statement. The role of the Audit Committee is, among other things, to assist the Board of Directors in its oversight of:

      The Board of Directors, in its business judgment, has determined that all members of the Audit Committee are “independent,” and meet the independence standards established by the New York Stock Exchange and the Sarbanes-Oxley Act of 2002.

      Management of Harris is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors, Ernst & Young LLP, are responsible for auditing the consolidated financial statements and expressing an opinion as to whether such financial statements are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States.

      In the performance of its oversight function, the Audit Committee has:

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      In reliance upon the reports, reviews and discussions described in this report, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in Harris’ Annual Report on Form 10-K for the fiscal year

      The Management Development and Compensation Committee, which is comprised solely of independent, non-employee directors, annually approves our compensation philosophy and the compensation, perquisites and other benefits for our executive officers under salary, incentive and other plans authorized by our Board of Directors or shareholders. In addition, the Committee annually recommends, for consideration and approval by all of the non-employee directors, the compensation for our chief executive officer and president.

Compensation Philosophy

      Our executive compensation philosophy is designed to meet our needs, as well as the needs of our executives and shareholders. The executive compensation program is intended to:

      This philosophy applies to all of our management employees, including the executive officers named in the summary compensation table.

      Our executive compensation program has two major components:

      We utilize a formal system for evaluating executive performance and determine executive annual cash compensation by reference to external industrial surveys of compensation of executives in similar positions, individual performance and experience in the position, and scope of responsibility. Payouts for annual cash incentive awards are based upon the degree to which an executive achieves the applicable operating income, earnings per share and/or revenue targets established for the applicable business unit at the start of our fiscal year, as part of our strategic planning process. Similarly, long-term compensation in the form of a performance share payout is based upon the degree to which an executive attains financial and/or operating goals and objectives outlined in the strategic planning process. For the three-year performance period

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      Our executive compensation program is designed to ensure that executive pay remains competitive with pay for comparable jobs, responsibilities and performance in leading industrial and technology companies. For this reason, we periodically retain outside compensation and benefit consultants to review our executive compensation programs.

Annual Cash Compensation

      Annual cash compensation consists of a fixed base salary and an opportunity for a variable cash performance incentive. Base salaries and planned cash incentive compensation targets for senior executives, other than the chief executive officer and president, are recommended annually by the chief executive officer and then reviewed and approved by the Management Development and Compensation Committee.

      The Annual Incentive Plan, which was approved by shareholders at the 1995 Annual Meeting and reapproved by shareholders at the 2000 Annual Meeting, provides for payment to executives of a specified cash amount (not to exceed 200% of the target amount) based upon the percentage achievement of specific financial objectives, including such measures as earnings per share, operating income and revenue growth. For fiscal 2003, annual incentive payments were based 75% upon the attainment of an earnings-per-share target, and in the case of division management, operating income targets of the applicable business unit, and 25% upon the attainment of revenue targets. Such targets were established at the start of fiscal 2003.

      The percentage of an executive’s annual cash compensation attributable to the incentive bonus generally increases with his or her level of management responsibility. For the executive officers named in the summary compensation table, planned cash incentive compensation ranged from 38% to 50% of total annual cash compensation for fiscal 2003. In limited circumstances, the Board or the Committee may also authorize a separate cash bonus or award.

Long-Term Compensation

      The stock incentive plans align executive and shareholder interests. The plans permit the granting of any or all of the following types of awards:

      The Management Development and Compensation Committee believes that, through the use of stock incentives, the interests of our executives are directly related to enhancing shareholder value.

      With respect to performance share awards, at the beginning of an award cycle the Committee determines the applicable performance criteria using our strategic planning process and a period of time (generally three fiscal years) during which performance is to be measured. The performance share award and option grants for senior executives, other than the chief executive officer and president, are recommended by the chief executive officer and then reviewed and approved by the Committee. The Committee grants each participant a specified number of performance shares at the start of the relevant period and establishes a means for computing the number of performance shares that can be earned during the period based on the performance of (1) a division and Harris in the case of division presidents, and (2) Harris in the case of other corporate executives. Payouts for the three-year period ended June 27, 2003 ranged from 30% to 150% of the performance share award granted at the start of the period. Performance shares are subject to forfeiture if the performance goals are not attained or if a participant’s employment is terminated for certain reasons before the performance period has ended. The value of performance shares is based on the value of our common stock.

      Stock options are granted at fair market value as of the date of grant, typically vest over three

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      In addition to stock options and performance shares, awards of restricted shares are occasionally made on a selective basis to individual executives as part of hiring packages or for executive retention. These restricted shares vest over various periods.

Section 162(m) — Deductibility

      Stock option grants and performance share awards made to executive officers under stock incentive plans and payments under the Annual Incentive Plan comply with the requirements of Internal Revenue Code Section 162(m) relating to the tax deductibility of certain compensation exceeding $1 million for certain 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 our best interests for compensation to be paid under those plans or otherwise in a manner that may not qualify as performance-based under Section 162(m).

Retirement Plans

      We maintain a tax-qualified 401(k) defined contribution retirement plan, which is available to most of our domestic employees. Subject to applicable Internal Revenue Code limits, employees may contribute from 1% to 12% of eligible compensation and we will make a matching contribution of up to 6% of eligible compensation. This plan also includes a “profit sharing” component. To the extent contributions to our 401(k) retirement plan are limited, certain of our executives are also eligible to contribute to our non-qualified, supplemental executive retirement plan. This plan has been established for certain employees whose contributions to the 401(k) retirement plan are otherwise limited by the Internal Revenue Code. In addition to employee contributions, matching and profit sharing components, we may also grant special awards to participants under our supplemental executive retirement plan.

Other Benefits

      In addition to base salary and annual cash incentives, stock-based compensation and retirement plans, employees, including executives, are also afforded other benefits. These benefits include group life and medical insurance as well as disability benefits. Where applicable, employees are responsible for managing benefit choices and balancing their own level of risk and return.

Chief Executive Officer Compensation

      The chief executive officer’s base salary, incentive compensation, performance share awards, stock option grants, restricted shares and other benefits are annually reviewed and recommended by the Management Development and Compensation Committee and approved by the non-employee directors.

      In anticipation of Mr. Farmer’s impending retirement from Harris, our Board of Directors conducted an extensive search for his successor. Effective February 1, 2003, the Board named Mr. Lance as president and chief executive officer. At the direction of the Committee, Mr. Lance’s employment terms were negotiated at arm’s length by the chairperson of the Committee and Mr. Lance. The Committee considered competitive market data as to total compensation of chief executive officers at companies similar in size and performance characteristics to Harris, our compensation strategy and philosophy and the desirability of linking a significant portion of pay to both the performance of Mr. Lance and Harris. Following approval of the Board of Directors, Harris and Mr. Lance entered into an executive employment agreement that runs through January 19, 2005. Under his agreement, Mr. Lance will receive an annual base salary of at least $725,000, and an annual cash bonus with a target level for such bonus equal to 100% of his annual base salary. For the fiscal year ended June 27, 2003, Mr. Lance’s target bonus, pro rated for the portion of the year he was at Harris, was guaranteed based upon 100% achievement of relevant targets. Pursuant to his agreement, Mr. Lance was granted 100,000 stock options and 100,000 restricted shares, which shares shall vest in three equal annual installments, provided that he is employed on each such anniversary. Under his agreement, Mr. Lance also received a one-time lump sum cash allowance of $120,000 as well

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      Mr. Farmer retired as president and chief executive officer on February 1, 2003, but remained as chairman of the Board of Directors until June 30, 2003. Under our Annual Incentive Plan, Mr. Farmer received annual cash incentive compensation for fiscal 2003 based upon 90% achievement of the earnings-per-share target.

      Mr. Farmer’s long-term, stock-based incentive compensation was based upon aggregate earnings-per-share performance compared with the aggregate earnings-per-share target established for the three-year period ended June 27, 2003. Based upon our performance and the payout formula recommended by the Committee, the non-employee directors authorized a payout of 12,000 shares (80% of the grant for such period) for Mr. Farmer for the three-year period ended June 27, 2003.

      In connection with his retirement, the Board of Directors also authorized a $4,200,000 contribution to Mr. Farmer’s account in our supplemental executive retirement plan. The Committee intended that this contribution would result in an account balance for Mr. Farmer under our 401(k) retirement plan and supplemental executive retirement plan that should generate annual income equal to 50% of his total cash compensation at the time of his retirement from Harris. The target retirement benefit and contribution level was determined by the Committee based upon competitive analysis provided by outside consultants.

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SUMMARY COMPENSATION TABLE

      The table below shows the annual and long-term compensation for the fiscal years ended June 27, 2003, June 28, 2002 and June 29, 2001, awarded, earned or paid for services in all capacities of those executives who, at the end of fiscal 2003, were (1) our chief executive officer, (2) our other five most highly-compensated executive officers, and (3) our former chief executive officer (together, the “Named Executive Officers”).

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     (i) Contributions to the Harris Corporation Retirement Plan for:

     (ii) Contributions to our Supplemental Executive Retirement Plan for:

     (iii) The taxable portion of premiums on life insurance provided by Harris for:

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      The table below gives more information on stock options granted to the Named Executive Officers under our stock incentive plans during the 2003 fiscal year. Amounts shown for potential realizable values are based upon assumed annualized rates of stock price appreciation of 5% and 10% over the full term of the options, as required by the SEC, and are not intended to represent or forecast possible future appreciation, if any, of our common stock price. No gain to the optionee is possible unless the stock price increases over the option term.

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      The table below presents information with respect to the number of shares acquired upon exercise of stock options and the aggregate gains realized on exercises during fiscal 2003 for the Named Executive Officers. No stock options were exercised by the Named Executive Officers in fiscal 2003. The table also sets forth the number of shares covered by exercisable and unexercisable options held by those executives on June 27, 2003, and the aggregate gains that would have been realized had these options been exercised on June 27, 2003, even though they were not exercised and the unexercisable options could not have been exercised on that date.