8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 5, 2021

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware	000-19406	36-2675536
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3 Overlook Point, Lincolnshire, Illinois		60069
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 847-634-6700

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Class A Common Stock, par value $.01 per share	ZBRA	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On November 5, 2021, the Board of Directors (the “Board”) of Zebra Technologies Corporation (the “Company”) increased the size of the Board from eight to nine directors, increased the number of Class II directors from two to three, and elected Ms. Nelda J. Connors to serve as a Class II director of Zebra, each effective as of February 3, 2022. The term of office for Class II directors expires at Zebra’s 2022 Annual Meeting of Stockholders, and Ms. Connors will stand for election at that time. Also effective as of February 3, 2022, the Board appointed Ms. Connors to serve on the Audit Committee of the Board.

Ms. Connors’ compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 1, 2021, under the heading “Director Compensation.” Ms. Connors’ compensation will be prorated to reflect the commencement date of her Board and Audit Committee service. In addition, Zebra and Ms. Connors will enter into an indemnification agreement substantially in the form filed as Exhibit 10.6 to its annual report on Form 10-K for the period ended December 31, 2016.

There are no transactions between Zebra and Ms. Connors that would be reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing Ms. Connors’ election is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  

Exhibit Number	Description of Exhibits
99.1	Registrant’s Press Release dated November 9, 2021
104	Cover Page Interactive Data File (embedded within the inline XBRL)

SIGNATURES

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.

	ZEBRA TECHNOLOGIES CORPORATION
Date: November 9, 2021	By:	/s/ Cristen Kogl
		Cristen Kogl
		Chief Legal Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Registrant’s Press Release dated November 9, 2021
104	Cover Page Interactive Data File (embedded within the inline XBRL)

EX-99.1

Nelda Connors Elected to Zebra Technologies Board of Directors

LINCOLNSHIRE, Ill. – Nov. 9, 2021 –Zebra Technologies Corporation(NASDAQ: ZBRA), an innovator at the front line of business with solutions and partners that deliver a performance edge, today announced it has elected Nelda Connors to the company’s Board of Directors, effective as of February 3, 2022. With the addition of Connors, Zebra’s Board will have nine members. She will join as a member of the Board’s Audit Committee.

Connors is the Founder of Pine Grove Holdings, LLC and has served as its CEO since 2011. Pine Grove Holdings, LLC is a privately held investment company that acquires and operates small- and medium-size businesses focused on power generation, software-as-a-service, advanced material as well as the transportation and logistics markets.

“Nelda Connors has more than 25 years of experience working with companies across the U.S., Europe and Asia with recognized expertise and strategic counsel,” said Michael Smith, Chair of the Board of Directors, Zebra Technologies.

Previously, Connors was President and CEO of Atkore International Inc., formerly the Electrical and Metal Products division of Tyco International, before it became a privately held company in Dec. 2010. Prior to Tyco, she served as a Vice President at Eaton Corporation including several positions in operations, continuous improvement, and general management. Before joining Eaton, Connors served in executive roles in the diversified industrial and automotive markets.

“I am honored to join the Zebra Board of Directors because Zebra is an outstanding company that is bringing its vision of enterprise asset intelligence to life through organic innovation and strategic acquisitions,” said Nelda Connors. “I look forward to contributing to the company’s future growth based on my experience and skill set.”

Connors currently serves as a director of Baker Hughes, Boston Scientific, BorgWarner Inc., and Robert F. Kennedy Human Rights as well as an independent advisor to Nissan North America, providing guidance on product planning, manufacturing, sales and distribution strategy, diversity efforts and sustainability. She is also an advisor for Queen’s Gambit Growth Capital. She previously served as a Class B director of the Federal Reserve Bank of Chicago, and on the boards of Blount International, CNH Industrial, N.V., Clarcor, Inc., Echo Global Logistics and Vesuvius plc. 

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ABOUT ZEBRATECHNOLOGIES

Zebra (NASDAQ: ZBRA) empowers the front line in retail/ecommerce, manufacturing, transportation and logistics, healthcare, public sector and other industries to achieve a performance edge. With more than 10,000 partners across 100 countries, Zebra delivers industry-tailored, end-to-end solutions to enable every asset and worker to be visible, connected and fully optimized. The company’s market-leading solutions elevate the shopping experience, track and manage inventory as well as improve supply chain efficiency and patient care. In 2020, Zebra made Forbes Global 2000 list for the second consecutive year and was listed among Fast Company’s Best Companies for Innovators. For more information, visit www.zebra.comor sign up for news alerts. Participate in Zebra’s Your Edgeblog,follow the company on LinkedIn, Twitter and Facebook, and check out our Story Hub: Zebra Perspectives.

Media Contact:

Therese Van Ryne
Zebra Technologies
+1-847-370-2317

therese.vanryne@zebra.com

Industry Analyst Contact:

Kasia Fahmy 

Zebra Technologies 

+1-224-306-8654 

k.fahmy@zebra.com

ZEBRA and the stylized Zebra head are trademarks of Zebra Technologies Corp., registered in many jurisdictions worldwide. All other trademarks are the property of their respective owners. ©2021 Zebra Technologies Corp. and/or its affiliates.

XML

Cover Document	Nov. 05, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 05, 2021
Entity Registrant Name	ZEBRA TECHNOLOGIES CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	000-19406
Entity Tax Identification Number	36-2675536
Entity Address, Address Line One	3 Overlook Point, Lincolnshire, Illinois
Entity Address, City or Town	Lincolnshire
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60069
City Area Code	847
Local Phone Number	634-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $.01 per share
Trading Symbol	ZBRA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000877212
Amendment Flag	false