ZEBRA TECHNOLOGIES CORPORATION (NASDAQ:ZBRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02–Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May17, 2018, Zebra Technologies Corporation (“Zebra”) entered into an Employment Agreement (the “Agreement”) with Hugh Gagnier regarding the terms of his employment. Mr.Gagnier has served as Zebra’s Senior Vice President, Asset Intelligence and Tracking since October 2014. Under the terms of the Agreement, effective June1, 2018 through December31, 2018, Mr.Gagnier will serve as Zebra’s Senior Vice President, Global Supply Chain. From December31, 2018 through June30, 2021, Mr.Gagnier will serve as a Vice President of Zebra.
Mr.Gagnier will receive his current salary of $437,500 through December31, 2018. After that date, Mr.Gagnier’s salary will be $15,000. During the term of the Agreement:
| • | Mr.Gagnier will be eligible for a cash performance incentive award under Zebra’s 2018 incentive plan targeted at 80% of his base salary with the actual incentive earned calculated on actual salary earned during 2018 and Zebra’s 2018 performance against the targets contained in the 2018 incentive plan. Mr.Gagnier will not participate in any cash incentive plan after 2018. |
| • | Mr.Gagnier’s outstanding equity awards will be treated in accordance with their terms, but he will not be eligible for additional equity awards during the term of the Agreement. |
| • | Mr.Gagnier will be subject to various covenants, including restrictive covenants relating to non-competition, non-solicitation, non-disparagement, confidentiality and cooperation. |
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed as an exhibit to Zebra’s Form 10-Q for the quarter ending June30, 2018.
Item 5.02 – Submission of Matters to a Vote of Security Holders
(a)Zebra Technologies Corporation held its Annual Meeting of Stockholders on May17, 2018.
(b)Zebra Technologies Corporation’s stockholders voted on the proposals listed below. For each of Proposals 1, 2 and 3, the Broker Non-Votes totaled 3,522,242.
1.Proposal 1. Election of Three Directors.
For the election of the following persons as ClassI Directors to the Board of Directors of Zebra Technologies Corporation to hold office for a three-year term expiring at the 2021 Annual Meeting or until their respective successors are duly elected and qualified:
| Directors | For |
Authority Withheld |
|
ChirantanJ.Desai |
44,145,008 | 265,151 |
|
RichardL.Keyser |
43,898,360 | 511,799 |
|
RossW.Manire |
42,746,199 | 1,663,960 |
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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 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 |
|
42,916,113 |
1,419,741 | 74,305 |
3.Proposal 3. Approval of 2018 Long-Term Incentive Plan
| For | Against | Abstain |
|
34,173,544 |
10,207,155 | 29,460 |
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 Zebra Technologies Corporation’s financial statements for the year ending December31, 2018.
| For | Against | Abstain |
|
47,518,151 |
382,094 | 32,156 |
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About ZEBRA TECHNOLOGIES CORPORATION (NASDAQ:ZBRA)
Zebra Technologies Corporation offers a range of solutions in the automatic information and data capture industry. The Company designs, manufactures and sells a range of products that capture and move data, including mobile computers; barcode scanners and imagers; radio frequency identification device (RFID) readers; specialty printers for barcode labelling and personal identification; real-time location systems (RTLS); related accessories and supplies, such as self-adhesive labels and other consumables, and software and services that are associated with these products. The Company has two segments: Legacy Zebra and Enterprise. End-users of the Company’s products include those in the retail, transportation and logistics, manufacturing, healthcare, hospitality, warehouse and distribution, energy and utilities, and education industries around the world.
