ZEBRA TECHNOLOGIES CORPORATION (ZBRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
5.02(b)
On November15, 2016, Zebra Technologies Corporation (Zebra)
announced the departure of Michael Smiley, Zebras Chief Financial
Officer. Mr.Smiley will cease his duties as Chief Financial
Officer as of November16, 2016.
5.02(c)
On November15, 2016, Zebra announced the appointment of Olivier
Leonetti as Chief Financial Officer, effective November16, 2016.
Mr.Leonetti joins Zebra with more than 25 years of experience in
financial and executive leadership roles. Most recently, he
served as Chief Financial Officer at Western Digital Corporation,
an industry-leading provider of storage technologies and
solutions that generated $13 billion in revenue for fiscal year
ending July1, 2016. In that role, Mr.Leonetti was responsible for
all finance functions, including accounting, tax, treasury,
financial planning and investor relations. During his tenure,
Mr.Leonetti was instrumental in the successful completion and
integration of Western Digitals $16 billion acquisition of
SanDisk Corporation. He led a successful debt capital raise in
conjunction with the transaction, and helped the company achieve
its synergy targets. Prior to Western Digital, Mr.Leonetti served
as Vice President, Finance Global Commercial Organization at
Amgen, Inc., a global pharmaceutical company, where he
facilitated the implementation of worldwide products development,
commercial strategies and global restructuring programs.
to the terms of an employment agreement, dated as of October31,
2016, by and between Zebra and Mr.Leonetti (the Leonetti
Employment Agreement), Mr.Leonetti will receive an annual base
salary of $525,000, an annual incentive bonus opportunity under
Zebras 2015 Short-Term Incentive Plan of up to 90% of his base
salary, to be earned based on the achievement of annual
performance targets to be established by the Board of Directors,
and an annual equity award under Zebras 2015 Long-Term Incentive
Plan. For 2016, Mr.Leonetti will receive an incentive award based
on his 2016 eligible earnings, and beginning in 2017 his annual
incentive bonus opportunity will be based on company performance
factors. Zebra will also provide Mr.Leonetti with certain
relocation assistance.
Upon commencement of his employment, Mr.Leonetti will be granted
an equity award under Zebras 2015 Long-Term Incentive Plan with a
grant value of $1,000,000 in a combination of 40% time-vested
restricted stock, 40% performance-vested restricted stock and 20%
stock appreciation rights (SARs). The time-vested restricted
stock has a three-year vesting period. The SARs vest at the rate
of 25%per year on each anniversary of the grant date and will
become fully vested at the end of the fourth year following the
grant date. The performance-vested restricted stock has a
two-year performance period ending December31, 2018 and, to the
extent earned, would vest on May12, 2019. So long as he is
employed by Zebra on the grant date, for 2017 Mr.Leonetti will be
granted equity awards with an aggregate grant date fair value
equal to $1,500,000 in accordance with Zebras Equity Grant
Approval Process.
There is no arrangement or understanding between Mr.Leonetti and
any other persons to which Mr.Leonetti was selected as an
officer. There are no family relationships between Mr.Leonetti
and any director or executive officer of Zebra and, other than
the Leonetti Employment Agreement, no transactions involving
Mr.Leonetti that would require disclosure under Item404(a) of
Regulation S-K.
A copy of the press release announcing Mr.Leonettis appointment
as Chief Financial Officer is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits. The following Exhibits are being furnished
herewith:
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ExhibitNumber |
Description of Exhibits |
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| 99.1 | Registrants Press Release dated November 15, 2016 |
About ZEBRA TECHNOLOGIES CORPORATION (ZBRA)