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.
