Zebra Technologies Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ZBRA
Industrial Machinery/Components
Industrials
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): July 25, 2025
(Exact Name of Registrant as Specified in Charter)
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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:
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| 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:
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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. | |||||||||||||
| On July 25, 2025, the Board of Directors (the “Board”) of Zebra Technologies Corporation (the “Company”) increased the size of the Board from ten to eleven directors, increased the number of Class I directors from three to four, and appointed Ms. Mary McDowell to serve as a Class I director of the Company, each effective immediately. Also, effective as of July 25, 2025, the Board increased the size of the Audit Committee from five to six members and appointed Ms. McDowell as a member of the Audit Committee. The term of office for Class I directors expires at Zebra’s 2027 Annual Meeting of Stockholders, and Ms. McDowell will stand for election at that time. | |||||
| Ms. McDowell's compensation will be consistent with the Company's previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company's most recent proxy statement filed with the Securities Exchange Commission on March 28, 2025, under the heading "Director Compensation." Ms. McDowell's compensation will be prorated to reflect the commencement date of her Board service. In addition, the Company and Ms. McDowell will enter into an indemnification agreement substantially in the form filed as Exhibit 10.2 to its annual report on Form 10-K for the period ended December 31, 2024. | |||||
| There were no arrangements or understandings pursuant to which Ms. McDowell was appointed as a director, and there are no related party transactions between the Company and Ms. McDowell that would be reportable under Item 404(a) of Regulation S-K. A copy of the press release announcing Ms. McDowell's election is furnished as Exhibit 99.1 | ||||||||
| Item 9.01. | Financial Statements and Exhibits. | |||||||||||||
(d) Exhibits
| Exhibit Number | Description of Exhibits | ||||
| 99.1 | Registrant's Press Release dated July 28, 2025 | ||||
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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: July 28, 2025 | 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) | ||||