ZEBRA TECHNOLOGIES CORP 8-K

What Happened

• Zebra Technologies Corporation held its Annual Meeting of Stockholders on May 19, 2026 and filed an 8‑K reporting the results. Stockholders approved the Zebra Technologies Corporation 2026 Long‑Term Incentive Plan (the "2026 LTIP"), which authorizes up to 2,430,000 shares for awards (reduced by shares granted under the 2018 plan after 12/31/2025). The 2026 LTIP permits incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (shares/units), and other stock awards. The full plan text is attached as Exhibit 10.1 to the filing.
• At the same meeting stockholders elected four Class III directors to three‑year terms expiring in 2029: William J. Burns, Linda M. Connly, Anders Gustafsson, and Janice M. Roberts. The company also reported the advisory (say‑on‑pay) vote results and ratified Ernst & Young LLP as independent auditors for 2026.

Key Details

• 2026 LTIP: authorized 2,430,000 shares (less certain 2018‑plan grants); types of awards include stock options, SARs, RSUs, performance shares/units.
• Director election vote totals (For / Against / Abstain):
  • William J. Burns: 37,921,809 / 2,066,437 / 25,476
  • Linda M. Connly: 34,456,974 / 5,513,420 / 43,328
  • Anders Gustafsson: 36,462,835 / 3,528,016 / 22,871
  • Janice M. Roberts: 36,701,247 / 3,292,139 / 20,336
• Advisory vote on executive compensation: For 37,250,605 / Against 2,694,957 / Abstain 68,160. Broker non‑votes for Proposals 1–3: 2,576,907.
• Auditor ratification: Ernst & Young LLP ratified as auditors for 2026 (For 39,627,804 / Against 2,938,614 / Abstain 24,211).

Why It Matters

• Approval of the 2026 LTIP gives Zebra a defined share pool and authority to grant equity‑based awards to attract, retain and motivate executives and employees; this can affect long‑term dilution and executive compensation structure.
• Election results and the passed advisory vote provide shareholders’ directional support for board composition and the company’s compensation practices.
• Ratification of Ernst & Young LLP maintains continuity in external audit oversight for fiscal 2026.

(For full legal and plan text, see Exhibit 10.1 in the company’s 8‑K filed May 26, 2026.)