ZEBRA TECHNOLOGIES CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02.             Departure of Directors or Certain Officers; Election of Directors;
                       Appointment of Certain Officers; Compensatory Arrangements of Certain
                       Officers.

Resignation of Mr. Desai from the Board of Directors

On May 11, 2023, Chirantan "CJ" Desai, a Class I director, notified Zebra Technologies Corporation (the "Company") of his decision to step down from the Board of Directors (the "Board"), effective as of May 11, 2023. Mr. Desai's term would have expired at the Company's 2024 annual meeting of stockholders. Mr. Desai has indicated that his departure from the Board is not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices.

Election of Mr. Dhanasekaran to the Board of Directors

Effective as of May 11, 2023, the Board elected Satish Dhanasekaran as a Class I director, with a term expiring at the Company's 2024 annual meeting of stockholders and until his successor shall have been duly elected and qualified. Also effective as of May 11, 2023, the Board appointed Mr. Dhanasekaran to serve on the Compensation Committee of the Board. Mr. Dhanasekaran'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 and Exchange Commission on March 31, 2023, under the heading "Director Compensation." Mr. Dhanasekaran's compensation will be prorated to reflect the commencement date of his Board and Compensation Committee service. In addition, Zebra and Mr. Dhanasekaran will enter into an indemnification agreement substantially in the form filed as Exhibit 10.6 to its annual report on Form 10-K for the period ended December 31, 2016.

There were no arrangements or understandings pursuant to which Mr. Dhanasekaran was elected as director, and there are no related party transactions between the Company and Mr. Dhanasekaran that would be reportable under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on May 15, 2023 announcing Mr. Dhanasekaran's election to the Board is attached hereto as Exhibit 99.1.

      Item 5.07.     Submission of Matters to a Vote of Security Holders.


(a)   The Company held its Annual Meeting of Stockholders on May 11, 2023.



(b)    The Company's stockholders voted on the proposals listed below. For each of Proposals 1, 2
       and 3, the Broker Non-Votes totaled 2,989,628.



    1.  Proposal 1. Election of Three Directors.


       For the election of the following persons as Class III Directors to the Board of
       Directors of the Company to hold office for a three-year term expiring at the 2026
       Annual Meeting or until their respective successors are duly elected and qualified:


                Directors                 For         Against     Abstain
                William J. Burns       41,318,172     605,501     24,506
                Linda M. Connly        40,428,914    1,496,285    22,980
                Anders Gustafsson      38,547,174    3,378,759    22,246
                Janice M. Roberts      38,201,934    3,722,574    23,671

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              Proposal 2. Advisory Vote to Approve the Compensation of Named Executive
         2.   Officers.


       Advisory vote to approve the following resolution: "Resolved, that the compensation
       of the Named Executive Officers of Zebra Technologies Corporation, as disclosed
       pursuant to Item 402 of Regulation S-K, as described in and including the Executive
       Summary - Compensation Discussion and Analysis, Compensation Discussion and Analysis,
       compensation tables and narrative discussion contained in this Proxy Statement, is
       approved by the stockholders of Zebra."


        For         Against     Abstain
     37,506,458    4,399,632    42,089



      3.    Proposal 3. Advisory Vote to Approve the Frequency of Holding an Advisory Vote to
            Approve the Compensation of Named Executive Officers.

      Advisory vote to approve the frequency of holding an advisory vote to approve the
      compensation of Named Executive Officers.



   1 Year     2 Year   3 Year    4 Year
 41,502,512   19,611   393,195   32,861




       The Company considered the votes set forth above and other factors, and determined
       that it will hold future advisory votes on the compensation of Named Executive
       Officers on an annual basis.


    4.  Proposal 4. 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, 2023.


                                 For         Against     Abstain
                              43,006,336    1,910,051    21,420


Item 9.01.     Financial Statements and Exhibits.


(d) Exhibits

Exhibit Number       Description of Exhibits
99.1                 Registrant's Press Release dated May 15, 2023
104                  Cover Page Interactive Data File (embedded within the inline XBRL)

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