Form 8-K - Current report

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 9, 2024

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.

Expiration of Mr. Keyser's term on the Board of Directors and election of Kenneth Miller

Kenneth Miller was elected to Zebra Technologies Corporation’s (the “Company”) Board of Directors as a Class I director with a three-year term expiring at the Company's 2027 Annual Meeting. Mr. Miller replaces Mr. Richard Keyser who did not seek re-election as a director at the 2024 Annual Meeting and ceased being a director as of the 2024 Annual Meeting.

A copy of the press release issued by the Company on May 15, 2024 announcing Mr. Miller’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 9, 2024.


(b)			The Company’s stockholders voted on the proposals listed below. For each of Proposals 1 and 2, the Broker Non-Votes totaled 3,303,939.


			1.			Proposal 1. Election of Three Directors.


			For the election of the following persons as Class I Directors to the Board of Directors of the Company to hold office for a three-year term expiring at the 2027 Annual Meeting or until their respective successors are duly elected and qualified:


Directors	For	Withheld
Satish Dhanasekaran	40,643,858	1,944,983
Ross Manire	37,751,152	4,837,689
Kenneth Miller	41,464,467	1,124,374


			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
17,101,924	25,454,747	32,170


			3.			Proposal 3. 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, 2024.


For	Against	Abstain
45,086,911	789,271	16,598

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description of Exhibits
99.1			Registrant’s Press Release dated May 15, 2024
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, 2024

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, 202 4
104			Cover Page Interactive Data File (embedded within the inline XBRL)

Ken Miller Joins Zebra Technologies Board of Directors

LINCOLNSHIRE, Ill. – May 15, 2024 – Zebra Technologies Corporation (NASDAQ: ZBRA), a leading digital solution provider enabling businesses to intelligently connect data, assets, and people, today announced that its shareholders have elected Ken Miller to the company’s Board of Directors, effective May 9, 2024. Miller will join the Board’s Audit Committee.

In February 2016, Miller became the Executive Vice President and Chief Financial Officer of Juniper Networks, a leader in secure, AI-Native networking. He has been instrumental in leading Juniper through a successful transformation focused on returning the company to sustainable growth and driving software monetization. Miller is a member of Juniper’s Executive Committee, addressing Enterprise Risk Management and Cyber Security Risk.

“We welcome Ken Miller to the Zebra Board of Directors and look forward to working with him to drive long-term value for our shareholders,” said Anders Gustafsson, Chair, Zebra Technologies. “His more than 25 years of experience in the technology industry, demonstrated success in strategic planning and business transformation, and track record of creating sustainable growth and building strong teams will be valuable additions to our Board.”

Miller joined Juniper Networks in 1999 and has held a variety of roles at the company. Prior to his current role, he served as Juniper Networks’ Senior Vice President of Finance, responsible for financial planning and partnering functions along with its tax, treasury, and global business services organizations.

“I am honored to join the Zebra Board of Directors,” said Miller. “Zebra’s commitment to driving long-term growth and continuing to build a strong culture are aligned with my areas of expertise and professional focus. I look forward to contributing to the company’s continued success.”

During his tenure at Juniper, Miller has led the integration of several acquisitions which have helped to further solidify the company’s position as a network technology leader and introduce AI advancements in their product lines. He has also led the supply chain operations and real estate teams through the pandemic, including successfully navigating unprecedented supply chain and logistics challenges.

Miller is also passionate about and committed to creating a great workplace culture, evidenced by industry leading employee engagement scores and employer awards from Fortune, LinkedIn, Great Places to Work and more. He has earned a bachelor’s degree in accounting from Santa Clara University and is a California CPA (inactive).

Miller fills the vacancy created by the departure of Richard Keyser who is leaving the Board after 15 years of service. “We are grateful for Richard’s wisdom, guidance and many contributions to the Zebra Board during his successful tenure,” continued Gustafsson.

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. ©2024 Zebra Technologies Corp. and/or its affiliates.

Cover Document	May 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 09, 2024
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