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): May 11, 2023

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.
Resignation of Mr. Desai from the Board of Directors
On May 11, 2023, Chirantan “CJ” Desai, a Class I director, notified Zebra Technologies Corporation (the “Company”) of his decision to step down from the Board of Directors (the “Board”), effective as of May 11, 2023. Mr. Desai’s term would have expired at the Company’s 2024 annual meeting of stockholders. Mr. Desai has indicated that his departure from the Board is not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Election of Mr. Dhanasekaran to the Board of Directors
Effective as of May 11, 2023, the Board elected Satish Dhanasekaran as a Class I director, with a term expiring at the Company’s 2024 annual meeting of stockholders and until his successor shall have been duly elected and qualified. Also effective as of May 11, 2023, the Board appointed Mr. Dhanasekaran to serve on the Compensation Committee of the Board.
Mr. Dhanasekaran’s 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 March 31, 2023, under the heading “Director Compensation.” Mr. Dhanasekaran’s compensation will be prorated to reflect the commencement date of his Board and Compensation Committee service. In addition, Zebra and Mr. Dhanasekaran 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 were no arrangements or understandings pursuant to which Mr. Dhanasekaran was elected as director, and there are no related party transactions between the Company and Mr. Dhanasekaran that would be reportable under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on May 15, 2023 announcing Mr. Dhanasekaran’s election to the Board is attached hereto as Exhibit 99.1.

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

(a) The Company held its Annual Meeting of Stockholders on May 11, 2023.

(b) The Company’s stockholders voted on the proposals listed below. For each of Proposals 1, 2 and 3, the Broker Non-Votes totaled 2,989,628.

1. Proposal 1. Election of Three Directors.

For the election of the following persons as Class III Directors to the Board of Directors of the Company to hold office for a three-year term expiring at the 2026 Annual Meeting or until their respective successors are duly elected and qualified:

Directors	For	Against	Abstain
William J. Burns	41,318,172	605,501	24,506
Linda M. Connly	40,428,914	1,496,285	22,980
Anders Gustafsson	38,547,174	3,378,759	22,246
Janice M. Roberts	38,201,934	3,722,574	23,671

2. Proposal 2. Advisory Vote to Approve the Compensation of Named Executive Officers.

Advisory vote to approve the following resolution: “Resolved, that the compensation of the Named Executive Officers of Zebra Technologies Corporation, as disclosed pursuant to Item 402 of Regulation S-K, as described in and including the Executive Summary – Compensation Discussion and Analysis, Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this Proxy Statement, is approved by the stockholders of Zebra.”

For	Against	Abstain
37,506,458	4,399,632	42,089

3.	Proposal 3. Advisory Vote to Approve the Frequency of Holding an Advisory Vote to Approve the Compensation of Named Executive Officers.
Advisory vote to approve the frequency of holding an advisory vote to approve the compensation of Named Executive Officers.

1 Year	2 Year	3 Year	4 Year
41,502,512	19,611	393,195	32,861

 

The Company considered the votes set forth above and other factors, and determined that it will hold future advisory votes on the compensation of Named Executive Officers on an annual basis.

4. Proposal 4. Ratification of Appointment of Independent Auditors.

To ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent auditors of the Company’s financial statements for the year ending December 31, 2023.

For	Against	Abstain
43,006,336	1,910,051	21,420

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibits
99.1	Registrant’s Press Release dated May 15, 2023
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: May 15, 2023	By:	/s/ Cristen Kogl
		Cristen Kogl
		Chief Legal Officer, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Registrant's Press Release date May 15, 2023
104	Cover Page Interactive Data File (embedded within the inline XBRL)

EX-99.1

Satish Dhanasekaran Joins Zebra Technologies Board of Directors

LINCOLNSHIRE, Ill. – May 15, 2023 – Zebra Technologies Corporation (NASDAQ: ZBRA), a leading digital solution provider enabling businesses to intelligently connect data, assets, and people, today announced the Board has elected Satish Dhanasekaran to the company’s Board of Directors, effective May 11, 2023. Dhanasekaran will join the Board’s Compensation Committee.

In May 2022, Dhanasekaran became the President and CEO of Keysight Technologies, a leading technology company that delivers advanced design, validation, and test solutions to help accelerate innovation to connect and secure the world.

“We welcome Satish Dhanasekaran and his 20 years of experience in the technology industry,” said Anders Gustafsson, Executive Chair, Zebra Technologies. “His success in transforming hardware-centric businesses to drive growth in both software and solutions will be valuable to Zebra’s Board.”

Dhanasekaran joined Agilent – Keysight’s predecessor company – in 2006 and has held a variety of roles at the company. Prior to his current role as President and CEO, he served as Keysight’s Senior Vice President and Chief Operating Officer, responsible for market and technology research, go-to-market functions and the development of new technologies and solutions. He and his team established Keysight’s leadership in 5G and made significant contributions to accelerate technology adoption in areas such as 400G, quantum, and electromagnetic spectrum operations.

“I am honored to join the Zebra Board of Directors,” said Dhanasekaran. “Zebra’s commitment to helping its customers digitize and automate workflows aligns well with my passion to advance technology adoption, and I look forward to contributing to the company’s continued success.”

Dhanasekaran sponsors Keysight’s participation on the United States Federal Communications Commission Technological Advisory Committee, is a member of the NextG Alliance and participates in other industry standards bodies and consortiums. Dhanasekaran holds a master’s degree in electrical engineering from Florida State University and an executive education certificate from The Wharton School of the University of Pennsylvania.

Dhanasekaran fills the vacancy created by the departure of Chirantan “CJ” Desai who resigned from the Board given his new responsibilities at ServiceNow. “We are grateful for the contributions CJ Desai has made to the Zebra Board during his nearly eight-year tenure, particularly his vision, insight and experience in some of our key vertical markets,” continued Gustafsson. “We wish him all the best in his expanded role at ServiceNow.”

ABOUT ZEBRA TECHNOLOGIES

Zebra (NASDAQ: ZBRA) helps organizations monitor, anticipate, and accelerate workflows by empowering their frontline and ensuring that everyone and everything is visible, connected and fully optimized. Our award-winning portfolio spans software to innovations in robotics, machine vision, automation and digital decisioning, all backed by a +50-year legacy in scanning, track-and-trace and mobile computing solutions. With an ecosystem of 10,000 partners across more than 100 countries, Zebra’s customers include over 80% of the Fortune 500. Newsweek recently recognized Zebra as one of America’s Most Loved Workplaces and Greatest Workplaces for Diversity, and we are on Fast Company’s list of the Best Workplaces for Innovators. Learn more at www.zebra.com or sign up for news alerts. Follow Zebra’s Your Edge blog, LinkedIn, Twitter and Facebook, and check out our Story Hub: Zebra Perspectives.

Investor Contact: 

Michael Steele, CFA, IRC 

Zebra Technologies 

+1-847-518-6432 

investorrelations@zebra.com

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. ©2023 Zebra Technologies Corp. and/or its affiliates.

XML

Cover Document	May 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 11, 2023
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