8-K

 

 

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 15, 2014

 

 

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.)

 

475 Half Day Road, Lincolnshire, Illinois   60069
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 847-634-6700

 

 

(Former Name or Former Address, if Changed Since Last Report)

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 240.13c-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a) The Company held its Annual Meeting of Stockholders on May 15, 2014.

 

(b) The Company’s stockholders voted on the following proposals:

 

  1. Proposal 1. Election of four Directors.

For the election of the following persons to the Board of Zebra Technologies Corporation, consisting of one Class II Director with a term to expire in 2016 and three Class III Directors with terms to expire in 2017 or until their respective successors are duly elected and qualified:

 

Directors

   For      Authority
Withheld
     Broker
Non-Votes
 

Class II Director

        

Frank M. Modruson

     40,517,639         996,666         4,812,675   

Class III Directors

        

Anders Gustafsson

     40,116,028         1,398,277         4,812,675   

Andrew K. Ludwick

     39,997,531         1,516,774         4,812,675   

Janice Roberts

     40,687,254         827,051         4,812,675   

 

  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 officers of Zebra Technologies Corporation, as disclosed pursuant to Item 402 of Regulation S-K, as described in and including the Compensation Discussion and Analysis - Executive Summary, Compensation, Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement, is approved by the stockholders of Zebra.”

 

For

  Against   Abstain   Broker
Non-Votes
38,956,945   2,013,443   543,917   4,812,675

 

  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, 2014.

 

For

  Against   Abstain
44,131,022   2,172,173   23,785

 

1


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 20, 2014     By:  

/s/ Jim L. Kaput

      Jim L. Kaput
      SVP, General Counsel and Corporate Secretary

 

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