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0000877212falseLincolnshireIL00008772122022-05-122022-05-12

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 12, 2022
 
 
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 5.07. Submission of Matters to a Vote of Security Holders.
(a) Zebra Technologies Corporation (the "Company") held its Annual Meeting of Stockholders on May 12, 2022.

(b)
The Company’s stockholders voted on the proposals listed below. For each of Proposals 1 and 2, the Broker Non-Votes totaled 3,346,195.

1 Proposal 1. Election of Three Directors.
For the election of the following persons as Class II Directors to the Board of Directors of the Company to hold office for a three-year term expiring at the 2025 Annual Meeting or until their respective successors are duly elected and qualified:

Directors    For    Authority
Withheld
Nelda J. Connors 42,028,367 322,232
Frank B. Modruson    40,215,396    2,135,203
Michael A. Smith    38,145,640    4,204,959

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
38,198,439 4,105,215 46,945
 
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, 2022.
For Against Abstain
44,971,034 706,417 19,343
Item 8.01.
Other Items.
On May 17, 2022, the Company issued a press release announcing that its Board of Directors authorized the repurchase of up to an additional $1 billion of shares of the Company’s outstanding common stock. The share repurchase program does not have a stated expiration date. The level of the Company’s repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors, and may be amended, suspended or discontinued at any time. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibits
99.1
Registrant’s Press Release dated May 17, 2022
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 17, 2022     By:   /s/ Cristen Kogl
      Cristen Kogl
      Chief Legal Officer, General Counsel & Corporate Secretary



EXHIBIT INDEX
 
Exhibit Number Description of Exhibits
99.1
104 Cover Page Interactive Data File (embedded within the inline XBRL)

EX-99.1 2 ex99.htm EX-99.1 Document

Exhibit 99.1

ZEBRA TECHNOLOGIES BOARD APPROVES ADDITIONAL $1 BILLION SHARE REPURCHASE AUTHORIZATION

LINCOLNSHIRE, Ill., May 17, 2022 — Zebra Technologies Corporation (NASDAQ: ZBRA), an innovator at the edge of the enterprise with solutions and partners that enable businesses to gain a performance edge, today announced the company’s Board of Directors has authorized the repurchase of $1 billion shares of Zebra Technologies Corporation Common Stock. This authorization augments the previous $1 billion purchase authorization which was announced on July 30, 2019.

“Zebra’s prospects to drive sustainable, profitable growth as we digitize and automate our customers’ operations have never been brighter. Our strong balance sheet and free cash flow profile provide us the flexibility to return capital to shareholders while continuing to pursue organic and inorganic investment opportunities that advance our Enterprise Asset Intelligence vision. We have returned more than $800 million of capital to our shareholders via share repurchases since July 2019,” stated Anders Gustafsson, Zebra’s Chief Executive Officer. “This action underscores our Board’s confidence in Zebra’s ability to drive value creation and gives us a total of nearly $1.2 billion of authorization, providing us ample flexibility to prioritize capital allocation.”
Repurchases may be made through a variety of methods, which may include open market purchases executed at the discretion of management and 10b5-1 plans. The repurchase authorization does not have an expiration date and may be amended, suspended, or discontinued by the company’s Board of Directors at any time.

SAFE HARBOR STATEMENT
This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements regarding the company’s outlook. Actual results may differ from those expressed or implied in the company’s forward-looking statements. These statements represent estimates only as of the date they were made. Zebra undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this release.
These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in Zebra’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include customer acceptance of Zebra’s offerings and competitors' offerings and the potential effects of emerging technologies and changes in customer requirements. The effect of global market conditions, and the availability of credit and capital markets volatility may have adverse effects on Zebra, its suppliers and its customers. In addition, natural disasters, man-made disasters, public health issues (including pandemics), and cybersecurity incidents may have negative effects on our business and results of operations. Our ability to purchase sufficient materials, parts, and components as well as our ability to provide services and software to meet customer demand could negatively impact our results of operations and customer relationships. Profits and profitability may be affected by Zebra’s ability to control manufacturing and operating costs. Because of its debt, interest rates and financial market conditions may also have an impact on results. Foreign exchange rates, customs duties and trade policies may have an effect on financial results because of the large percentage of our international sales. The impacts of changes in foreign and domestic governmental policies, regulations, or laws, as well as the outcome of litigation or tax matters in which Zebra may be involved are other factors.



The success of integrating acquisitions could also affect profitability, reported results and the company’s competitive position in its industry. These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and results of operations and increase the volatility of our financial results. When used in this release and documents referenced, the words “anticipate,” “believe,” “outlook,” and “expect” and similar expressions, as they relate to the company or its management, are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. Descriptions of the risks, uncertainties and other factors that could affect the company’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission, including the company’s most recent Form 10-K and Form 10-Q.

ABOUT ZEBRA TECHNOLOGIES
Zebra (NASDAQ: ZBRA) empowers organizations to thrive in the on-demand economy by making every front-line worker and asset at the edge visible, connected and fully optimized. With an ecosystem of more than 10,000 partners across more than 100 countries, Zebra serves customers of all sizes – including 94% of the Fortune 100 – with an award-winning portfolio of hardware, software, services and solutions that digitize and automate workflows. Supply chains are more dynamic, customers and patients are better served, and workers are more engaged when they utilize Zebra innovations that help them sense, analyze and act in real time. Zebra recently expanded its industrial automation portfolio with its Fetch Robotics acquisition and increased its machine vision and AI software capabilities with the acquisitions of Adaptive Vision and antuit.ai. Zebra is #25 on Newsweek’s inaugural list of America’s 100 Most Loved Workplaces and #79 on Forbes’ list of America’s 500 Best Midsize Employers. 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    
Vice President, Investor Relations    
Phone: + 1 847 793 6707     
msteele@zebra.com     

Media Contact:
Therese Van Ryne
Senior Director, External Communications
Phone: + 1 847 370 2317
therese.vanryne@zebra.com

ZEBRA and the stylized Zebra head are trademarks of Zebra Technologies Corporation, registered in many jurisdictions worldwide. All other trademarks are the property of their respective owners. ©2022 Zebra Technologies Corporation and/or its affiliates. All rights reserved.