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Director votes and 2026 incentive plan at Zebra Technologies (NASDAQ: ZBRA)

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zebra Technologies Corporation reported shareholder voting results for several directors and filed its 2026 Zebra Long-Term Incentive Plan as an exhibit. The company’s Class A Common Stock continues to trade on The NASDAQ Stock Market under the symbol ZBRA.

Director William J. Burns received 37,921,809 votes for, 2,066,437 against and 25,476 abstentions. Linda M. Connly received 34,456,974 votes for, 5,513,420 against and 43,328 abstentions. Anders Gustafsson and Janice M. Roberts also received millions of votes in favor with smaller numbers against and abstaining.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for William J. Burns 37,921,809 votes for; 2,066,437 against; 25,476 abstain Director election voting results
Votes for Linda M. Connly 34,456,974 votes for; 5,513,420 against; 43,328 abstain Director election voting results
Votes for Anders Gustafsson 36,462,835 votes for; 3,528,016 against; 22,871 abstain Director election voting results
Votes for Janice M. Roberts 36,701,247 votes for; 3,292,139 against; 20,336 abstain Director election voting results
Trading symbol ZBRA Class A Common Stock on The NASDAQ Stock Market, LLC
Long-Term Incentive Plan financial
"10.1 | 2026 Zebra Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the inline XBRL)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
0000877212falseLincolnshireIL00008772122026-05-192026-05-19

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 19, 2026
 
 
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware000-1940636-2675536
(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 classTrading SymbolName of exchange on which registered
Class A Common Stock, par value $.01 per shareZBRAThe 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.
At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Zebra Technologies Corporation (the “Company”) held on May 19, 2026, the Company’s stockholders approved the Zebra Technologies Corporation 2026 Long-Term Incentive Plan (the “2026 LTIP”), which previously had been approved by the Company’s Board of Directors (the “Board”) subject to stockholder approval. The following paragraphs provide a summary of certain terms of the 2026 LTIP.

 The purposes of the 2026 LTIP are to: align participants’ long-term compensation with the interests of the Company and its stockholders; and attract, retain, motivate and reward key personnel.

 Under the 2026 LTIP, the Company may grant: Incentive Stock Options; Nonqualified Stock Options; Stock Appreciation Rights; Restricted Stock; Restricted Stock Units; Performance Awards; Performance Shares; Performance Units; and Other Stock Awards.

 Subject to the terms and conditions of the 2026 LTIP, the number of shares authorized for grants under the 2026 LTIP is 2,430,000, reduced by the number of Shares subject to awards granted under the Zebra Technologies Corporation 2018 Long-Term Incentive Plan after December 31, 2025 and prior to the effective date of the Plan.

 The foregoing description of the 2026 LTIP does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 LTIP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.
(a)The Company held its Annual Meeting of Stockholders on May 19, 2026.

(b)
The Company’s stockholders voted on the proposals listed below. For each of Proposals 1, 2 and 3 the Broker Non-Votes totaled 2,576,907.

1.Proposal 1. Election of Four 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 2029 Annual Meeting or until their respective successors are duly elected and qualified:
DirectorsForAgainstAbstain
William J. Burns37,921,8092,066,43725,476
Linda M. Connly34,456,9745,513,42043,328
Anders Gustafsson36,462,8353,528,01622,871
Janice M. Roberts36,701,2473,292,13920,336





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.”
ForAgainstAbstain
37,250,6052,694,95768,160
3.Proposal 3. Approval of Zebra Technologies Corporation 2026 Long-Term Incentive Plan, was as follows.
ForAgainstAbstain
38,887,1851,073,71152,826
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, 2026.
ForAgainstAbstain
39,627,8042,938,61424,211
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription of Exhibits
10.1
2026 Zebra Long-Term Incentive Plan
104Cover 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 26, 2026  By: /s/ Cristen Kogl
   Cristen Kogl
   Chief Legal Officer, General Counsel & Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

How did Zebra Technologies (ZBRA) shareholders vote on William J. Burns as director?

Shareholders cast a strong majority of votes in favor of William J. Burns. He received 37,921,809 votes for, 2,066,437 against, and 25,476 abstentions, indicating broad support among shares represented in this director election.

What were the 2026 director vote totals for Linda M. Connly at Zebra Technologies (ZBRA)?

Linda M. Connly received substantial support but with more opposition than some peers. Shareholders cast 34,456,974 votes for, 5,513,420 against, and 43,328 abstentions in her director election, as disclosed in the voting results table.

Which corporate plan did Zebra Technologies (ZBRA) file as an exhibit in this report?

Zebra Technologies filed its 2026 Zebra Long-Term Incentive Plan as Exhibit 10.1. The filing also notes Exhibit 104 as the cover page interactive data file embedded within the inline XBRL, providing structured data for the cover information.

On which exchange is Zebra Technologies (ZBRA) Class A Common Stock listed?

Zebra Technologies’ Class A Common Stock, par value $0.01 per share, is listed on The NASDAQ Stock Market, LLC. The trading symbol for this class of shares is ZBRA, as stated in the securities registration table.

Where is Zebra Technologies Corporation headquartered according to this report?

Zebra Technologies lists its principal executive offices at 3 Overlook Point, Lincolnshire, Illinois, with zip code 60069. The report also provides a main telephone contact number for the registrant of 847-634-6700.

Filing Exhibits & Attachments

4 documents

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