8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2010

HARRIS CORPORATION

               (Exact name of registrant as specified in its charter)               

Delaware	1-3863	34-0276860
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1025 West NASA Blvd., Melbourne, Florida	32919
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

As disclosed below in Item 5.07, at the 2010 Annual Meeting of Shareholders of Harris Corporation (the “Company”) held on October 22, 2010, the Company’s shareholders approved the Harris Corporation Annual Incentive Plan (the “Annual Incentive Plan”), with an effective date of July 3, 2010. A summary description of the Annual Incentive Plan is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 2, 2010 (the “Prior Form 8-K”), and such summary description is incorporated herein by reference. The summary description of the Annual Incentive Plan in the Prior Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with the complete text of the Annual Incentive Plan which was filed as Exhibit 10.3 to the Prior Form 8-K, and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

VOTING RESULTS OF 2010 ANNUAL MEETING OF SHAREHOLDERS

The 2010 Annual Meeting of Shareholders of the Company was held on October 22, 2010. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the SEC on September 17, 2010. A total of 111,831,834 (or approximately 86.7%) of the Company’s shares issued, outstanding and entitled to be voted at the 2010 Annual Meeting of Shareholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2010 Annual Meeting of Shareholders.

(1) Proposal 1 — Election of Directors: Election of seven nominees to the Company’s Board of Directors for a one-year term expiring at the 2011 Annual Meeting of Shareholders, or until their successors are elected and qualified:

	Number of Shares
Nominee	For		Against		Abstain		Broker Non-Votes
Howard L. Lance		94,576,769		6,155,401		730,242		10,369,422
Thomas A. Dattilo		97,275,339		4,064,019		123,054		10,369,422
Terry D. Growcock		97,501,404		3,184,720		776,288		10,369,422
Leslie F. Kenne		99,454,823		1,899,052		108,537		10,369,422
David B. Rickard		99,407,271		1,928,787		126,354		10,369,422
Dr. James C. Stoffel		97,414,915		3,925,481		122,016		10,369,422
Gregory T. Swienton		98,263,510		3,089,353		109,549		10,369,422

Each nominee for a one-year term was elected by the Company’s shareholders, as recommended by the Company’s Board of Directors.

Additionally, the three-year terms of the following previously elected directors continued after the 2010 Annual Meeting of Shareholders and are due to expire at the 2011 Annual Meeting of Shareholders:

Lewis Hay III
Karen Katen
Stephen P. Kaufman
Hansel E. Tookes II

Commencing at the 2011 Annual Meeting of Shareholders, all directors will be elected on an annual basis.

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(2) Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm: Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 1, 2011:

• For: 108,088,484

• Against: 3,624,980

• Abstain: 118,370

Proposal 2 was approved by the Company’s shareholders, as recommended by the Company’s Board of Directors.

(3) Proposal 3 — Approval of the Harris Corporation Annual Incentive Plan:

• For: 93,566,763

• Against: 7,693,748

• Abstain: 201,901

• Broker Non-Votes: 10,369,422

Proposal 3 was approved by the Company’s shareholders, as recommended by the Company’s Board of Directors.

(4) Proposal 4 — Re-approval of the performance measures for the Harris Corporation 2005 Equity Incentive Plan:

• For: 87,254,521

• Against: 13,845,336

• Abstain: 362,555

• Broker Non-Votes: 10,369,422

Proposal 4 was approved by the Company’s shareholders, as recommended by the Company’s Board of Directors.

(5) Proposal 5 — Shareholder Proposal: Consideration of a shareholder proposal requesting approval of an amendment to the Company’s By-Laws to require an independent chairman of the board:

• For: 33,343,083

• Against: 67,613,018

• Abstain: 506,311

• Broker Non-Votes: 10,369,422

Proposal 5 was rejected by the Company’s shareholders, as recommended by the Company’s Board of Directors.

Item 8.01 Other Events.

CHANGES TO ANNUAL COMPENSATION OF OUTSIDE DIRECTORS

On October 21, 2010, the Corporate Governance Committee of the Company’s Board of Directors recommended for approval, and the Company’s Board of Directors approved on October 22, 2010, the following changes to outside director compensation effective January 1, 2011:

• a $10,000 increase, from $106,000 per annum to $116,000, to the annual value of Harris Stock Equivalent Units awarded to Directors;

• a $10,000 increase, from $10,000 to $20,000, to the annual cash retainer payable to the Chairperson of the Audit Committee; and

• a $10,000 increase, from $5,000 to $15,000, to the annual cash retainer payable to the Chairperson of each standing committee of the Board of Directors other than the Audit Committee.

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A Summary of Annual Compensation of Outside Directors effective January 1, 2011 is filed as Exhibit 10.2 to this Current Report on Form
8-K, and is incorporated herein by reference.

DESIGNATION OF LEAD INDEPENDENT DIRECTOR

As previously disclosed in the Company’s Proxy Statement for its 2010 Annual Meeting of Shareholders, the Company’s Board of Directors’ leadership structure includes a Lead Independent Director position. The Company’s independent directors designate one of the Company’s independent Board members to serve as Lead Independent Director, a position that rotates annually among the chairpersons of each of the standing committees of the Company’s Board of Directors. On October 22, 2010, the Company’s independent directors designated Lewis Hay III, Chairperson of the Corporate Governance Committee, to serve as Lead Independent Director for a term expiring immediately after the Company’s 2011 Annual Meeting of Shareholders, or until his successor is designated and qualified.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K or incorporated herein by reference:

10.1	* Harris Corporation Annual Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on    Form 8-K filed with the SEC on September 2, 2010. (Commission File Number 1-3863)
10.2	* Summary of Annual Compensation of Outside Directors effective January 1, 2011.

* Management contract or compensatory plan or arrangement.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARRIS CORPORATION
	By:	/s/ Scott T. Mikuen
		Name:	Scott T. Mikuen
Date: October 27, 2010		Title:	Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.
Under Reg. S-K,
Item 601		Description of Exhibit
	10.1	* Harris Corporation Annual Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report    on Form 8-K filed with the SEC on September 2, 2010. (Commission File Number 1-3863)
	10.2	* Summary of Annual Compensation of Outside Directors effective January 1, 2011.

* Management contract or compensatory plan or arrangement.

EX-10.2

Exhibit 10.2

SUMMARY OF ANNUAL COMPENSATION OF OUTSIDE DIRECTORS

The following table summarizes the annual compensation of our outside directors to be effective on January 1, 2011. Employee directors are not compensated for service as a director.

Cash Retainer	$55,000
Audit Committee Chairperson Retainer	$20,000
Committee Chairperson Retainer (other than Audit Committee)	$15,000
Board Meeting Attendance Fee	$2,000
Committee Meeting Attendance Fee	$2,000
Deferred Compensation Plan (1)
Travel and Other Expenses	Actual expenses incurred in the performance of their services as Directors are reimbursed.
Director education institutes/activities	Reimbursed for costs and expenses.
Accidental Death and Dismemberment Insurance and Business Travel Insurance	Up to $200,000 accidental death and dismemberment insurance and an additional $200,000 in the event a director is involved in an accident while traveling on business relating to our affairs.
Charitable Matching Gift Program	Annual maximum of $10,000 per director is matched to eligible educational institutions and charitable organizations.

NOTES TO TABLE

(1) Under the terms of the Harris Corporation 2005 Directors’ Deferred Compensation Plan (As Amended and Restated Effective January 1, 2009), as amended (the “2005 Directors’ Plan”), on January 1, April 1, July 1, and October 1 (each such day an “Award Date”) of each year, Harris credits each non-employee director’s account with a number of Harris stock equivalent units having a fair market value equal to $29,000 (for an annual rate of $116,000), which amount may be changed from time to time by the Board. In addition, under the 2005 Directors’ Plan, prior to the commencement of a calendar year each non-employee director may make an irrevocable election to defer all or a portion of his or her director compensation for the subsequent year or years. Amounts deferred at the election of the non-employee director may be invested in investment alternatives similar to those available under the Harris Corporation 401(k) Retirement Plan or in Harris stock equivalent units, pursuant to which a non-employee director’s account is credited with a number of units of Harris stock equivalents based upon the fair market value of Harris common stock on the date of deferral. Such Harris stock equivalent units are equivalent in value to our shares of common stock. A non-employee director may not transfer or reallocate amounts invested in other investments into Harris stock equivalents. Amounts credited in Harris stock equivalents may be reallocated into any other investment alternatives, provided director minimum stock ownership guidelines are satisfied. Deferred amounts and investment earnings on such amounts are payable in cash following the non-employee director’s resignation, retirement, or death. Each Harris stock equivalent unit is credited with dividend equivalents, which are deemed reinvested in additional Harris stock equivalent units on the dividend payment date.

Amounts invested in Harris stock equivalents shall be appropriately adjusted in the event of any stock dividend or split, recapitalization, merger, spin-off, extraordinary dividends, or other similar events.

A non-employee director may elect to receive amounts deferred under the 2005 Directors’ Plan, including amounts deferred in the form of Harris stock equivalent units, either in a cash lump sum on a date certain within five years of his or her resignation or retirement or in annual substantially equal cash installments over a designated number of years beginning on a date certain within five years of a director’s resignation or retirement, provided that all amounts are fully paid within ten years of resignation or retirement.

Within ninety (90) days of a Change of Control (as defined in the 2005 Directors’ Plan), and to the extent permitted by Section 409A of the Internal Revenue Code, each non-employee director (or former non-employee director) will receive a lump sum cash payment equal to the then remaining balance in his or her account.

The foregoing summary description of the 2005 Directors’ Plan is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the 2005 Directors’ Deferred Compensation Plan.