--- schema_version: "secwatch.filing_event.v1" accession: "0000877212-23-000102" form_type: "8-K" ticker: "ZBRA" cik: "0000877212" company_name: "ZEBRA TECHNOLOGIES CORP" filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T01:56:50.104282+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Zebra Tech: Desai resigns, Dhanasekaran elected to board, annual meeting results ## Summary - Chirantan 'CJ' Desai resigned from the board effective May 11, 2023, citing no disagreements; role at ServiceNow. - Satish Dhanasekaran elected Class I director effective May 11, 2023; also appointed to Compensation Committee. - Dhanasekaran is President & CEO of Keysight Technologies, with 20 years of tech industry experience. - Annual meeting: four Class III directors elected; advisory vote on executive compensation approved (37.5M for, 4.4M against). - Stockholders ratified Ernst & Young as independent auditors for FY2023 (43.0M for, 1.9M against). ## SEC filing metadata - accession: 0000877212-23-000102 - form_type: 8-K - ticker: ZBRA - cik: 0000877212 - company_name: ZEBRA TECHNOLOGIES CORP - filed_at: 2023-05-15T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/zbra-20230511.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000877212-23-000102 - JSON: https://secwatch.observer/filing/0000877212-23-000102.json - Plain text: https://secwatch.observer/filing/0000877212-23-000102.txt ## Key facts - Executive change Chirantan "CJ" Desai resigned as Class I Director at ZEBRA TECHNOLOGIES CORP. - Action: resigned - Role: Class I Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Executive change Satish Dhanasekaran was elected as Class I Director at ZEBRA TECHNOLOGIES CORP. - Action: elected - Role: Class I Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved Election of Janice M. Roberts as Class III Director to hold office for a three-year term expiring at the 2026 Annual Meeting or until her successor is duly elected and qualified. at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved 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. at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved Election of William J. Burns as Class III Director to hold office for a three-year term expiring at the 2026 Annual Meeting or until his successor is duly elected and qualified. at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved Advisory Vote to Approve the Compensation of Named Executive 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 inclu at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved Election of Linda M. Connly as Class III Director to hold office for a three-year term expiring at the 2026 Annual Meeting or until her successor is duly elected and qualified. at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved 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. at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm - Shareholder Votes ZEBRA TECHNOLOGIES CORP shareholders approved Election of Anders Gustafsson as Class III Director to hold office for a three-year term expiring at the 2026 Annual Meeting or until his successor is duly elected and qualified. at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: 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 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 Executive Officers of Zebra Technolog evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721223000102/0000877212-23-000102-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.