Close

Form 8-K ZEBRA TECHNOLOGIES CORP For: Dec 18

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY
6. BA
7. HCP
8. SNAP
9. TMUS
10. MSFT


December 21, 2015 11:07 AM EST

 

 

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): December 18, 2015

 

 

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.)

 

3 Overlook Point, 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 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Non-Employee Director; Stock Option Grant

Effective December 18, 2015, the Board of Directors (the “Board”) of Zebra Technologies Corporation (the “Company”) approved an increase in the size of the Board from 8 members to 9 and appointed Chirantan (CJ) Desai to serve as a Class I director of the Company. The Board also increased the size of the Compensation Committee of the Board and appointed Mr. Desai to serve as a member of the Compensation Committee.

A copy of the Company’s press release announcing the election of Mr. Desai is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Board also approved both the cash and equity-based compensation retainers of Mr. Desai for service as a non-employee director and as a member of the Compensation Committee. Both the cash and equity retainers are prorated portions of the annual retainers payable to non-employee directors. The stock award was granted under the Company’s 2015 Long-Term Incentive Plan, which was approved by stockholders in 2015. The stock award is vested in full upon grant. The 2015 Long-Term Incentive Plan is listed as Exhibit 10.1 and is incorporated herein by reference.

In connection with the election of Mr. Desai to the Board, the Board approved an indemnification agreement between the Company and Mr. Desai. The indemnification agreement is in the form approved by the Board in 2010. The following description of the form of indemnification agreement is qualified in its entirety by reference to the complete text of the agreement, is listed as Exhibit 10.2 and is incorporated herein by reference.

Service to Zebra and Indemnification. Individuals agree to continue to serve as a director or officer of Zebra and, at the request of Zebra, as a director, officer, employee, agent or fiduciary of another entity on behalf of Zebra. Under the agreement, an individual who is, or is threatened to be made, a party to or a participant in any threatened, pending or completed action, suit or other proceeding, other than a proceeding by or in the right of Zebra, is indemnified for all expenses, judgments, liabilities, fines, penalties and amounts paid in settlement actually and reasonably incurred, as long as the individual acted in good faith and in a manner the individual reasonably believed to be in or not opposed to the best interests of Zebra and, as to a criminal proceeding, had no reasonable cause to believe that the individual’s conduct was unlawful. With respect to proceedings by or in the right of Zebra, there is no indemnity for judgments, liabilities, fines, penalties and amounts paid in settlement since these amounts accrue to Zebra. However, indemnity for judgments, liabilities, fines, penalties and amounts paid in settlement can be made if Delaware law subsequently allows. Either disinterested directors or independent counsel will determine if an individual is entitled to indemnification. When determining whether an entitlement to indemnification exists, the disinterested directors or independent counsel must presume the individual is entitled to indemnification and Zebra has the burden to overcome that presumption.

Exceptions to Indemnification. The agreement provides that there will not be an indemnity for (1) insurance actually paid to the individual, (2) short-swing profits under Section 16 of the Securities Exchange Act of 1934 for transactions involving equity securities of Zebra, (3) for clawbacks of incentive compensation under the Sarbanes-Oxley Act of 2002, and (4) proceedings initiated by the individual.

Advancement of Expenses. Zebra will advance expenses incurred in connection with a proceeding within 30 days after Zebra receives a statement requesting an advance. The request can be made prior to or after final disposition of a proceeding. Advances are unsecured and interest-free.

Notice to Zebra. An individual must notify Zebra of any matter with respect to which the individual intends to seek indemnification or advancement of expenses.

Rights of Individuals. Individuals are entitled to a court proceeding to determine their rights under the agreement, although the individual has the right to choose arbitration. The rights of indemnification and to receive advancement of expenses are not exclusive of any other rights the individual may have under applicable law, Zebra’s Restated Certificate of Incorporation, Zebra’s By-laws, a resolution of directors, or otherwise. If Zebra maintains a directors’ and officers’ insurance policy, the individual must be covered under the policy. Zebra is subrogated to any other rights of recovery the individual may have to the extent Zebra makes a payment under the agreement.

EXHIBIT INDEX

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

 

Exhibit No.

   

Description of Exhibits

10.1    Long-Term Incentive Plan 1
10.2    Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer. 2
99.1    Press Release

 

1  Incorporated by reference from Proxy Statement dated April 15, 2015 for the 2015 Annual Meeting of Stockholders.
2  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 3, 2010.

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: December 21, 2015     By:   /s/ Jim Kaput
      Jim Kaput
      SVP, and General Counsel

 

 

Exhibit 99.1

Chirantan “CJ” Desai Elected to Zebra Technologies Board of Directors

With key roles at EMC, Oracle and Symantec, 20-year veteran of tech industry

will contribute to Company’s vision and strategy around IoT innovation

LINCOLNSHIRE, Ill. – Dec. 21, 2015 – Zebra Technologies Corporation (NASDAQ: ZBRA), a global leader in solutions and services that provide real-time visibility into organizations’ assets, people and transactions, today announced that it has elected Chirantan “CJ” Desai to the company’s Board of Directors, effective immediately. With the election of Desai, Zebra’s board now has nine members.

KEY FACTS

  •   Since 2013, CJ Desai has served as President of the Emerging Technologies Division at EMC. In this role, Desai oversees R&D, launching new products, and growing new businesses as the company transitions from a hardware-centric to a more software-oriented solutions company that helps customers accelerate their journey to cloud computing.
  •   Prior to working at EMC, Desai was Executive Vice President at Symantec, where he led the firm’s Information Management Group. In this role, Desai was responsible for a $3 billion business and a team of approximately 4,000 people. Previously, Desai also was responsible for Endpoint Security and Mobility group at Symantec where he became the go-to security expert for top enterprises.
  •   Prior to Symantec, Desai built and ran offshore businesses in Bangalore, India for Oracle and Pivotal through which he developed best practices in product development and go-to-market strategy.
  •   Desai, who earned a master’s degree in Computer Science and an MBA from the University of Illinois, began his career with Oracle and was a key member of the team that launched Oracle’s first cloud services.

SUPPORTING QUOTE

Michael Smith, Chairman, Board of Directors, Zebra Technologies

“CJ Desai is an innovative leader with the unique ability to bring to market high-impact ‘disruptive’ technologies that capitalize on trends in cloud, mobility, Big Data and the Internet of Things. He has extensive experience making and integrating technology acquisitions, and his deep technology background in software-driven applications and solutions strengthens Zebra’s role as trusted advisor to our clients who are focused on these major trends. CJ is an excellent addition to Zebra’s board and brings vision, insight and experience in some of our key vertical markets and in security, a foundational element to the stable growth of the IoT and enterprise asset intelligence.”

CJ Desai, Director, Zebra Technologies

“I am honored to join the Zebra Board of Directors. Zebra is a great company with unmatched expertise in delivering innovative solutions to make enterprises more connected. I look forward to leveraging my skill set and experience in technology, hardware, software and services to create value for all of Zebra’s stakeholders.”

SUPPORTING RESOURCES

Website: Zebra Technologies

Facebook: Zebra Technologies

Twitter: @ZebraTechnology

About Zebra Technologies

Zebra (NASDAQ: ZBRA) makes businesses as smart and connected as the world we live in. Zebra tracking and visibility solutions transform the physical to digital, creating the data streams enterprises need to simplify operations, know more about their businesses, and empower their mobile workforces. For more information, visit www.zebra.com.

Media Contact:

Therese Van Ryne

Zebra Technologies

+1-847-370-2317

[email protected]

Industry Analyst Contact:

Caitlin DeRango

Zebra Technologies

+1-847-793-5896

[email protected]

###

Zebra Technologies, Zebra and the Zebra logo are trademarks or registered trademarks of Zebra Technologies Corporation and are used under license. Third-party trademarks mentioned are the property of their respective owners. ©2015 Zebra Technologies Corporation. All rights reserved.

 

- 2 -


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings