---
schema_version: "secwatch.filing_event.v1"
accession: "0000877212-24-000130"
form_type: "8-K"
ticker: "ZBRA"
cik: "0000877212"
company_name: "ZEBRA TECHNOLOGIES CORP"
filed_at: "2024-05-15T23:59:59+00:00"
generated_at: "2026-06-01T23:57:01.016166+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Zebra shareholders reject say-on-pay; Ken Miller joins board

## Summary
- Ken Miller elected to board, effective May 9; Richard Keyser departs after 15 years.
- Advisory vote on executive compensation failed: 17.1M for, 25.5M against, 32k abstain.
- Ratification of Ernst & Young as auditors passed with 45.1M for, 0.8M against.
- Miller is EVP & CFO of Juniper Networks; will serve on the Audit Committee.

## SEC filing metadata
- accession: 0000877212-24-000130
- form_type: 8-K
- ticker: ZBRA
- cik: 0000877212
- company_name: ZEBRA TECHNOLOGIES CORP
- filed_at: 2024-05-15T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/877212/000087721224000130/0000877212-24-000130-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/877212/000087721224000130/zbra-20240509.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000877212-24-000130
- JSON: https://secwatch.observer/filing/0000877212-24-000130.json
- Plain text: https://secwatch.observer/filing/0000877212-24-000130.txt

## Source-grounded claims
- claim_id: d738eac472
  claim: Kenneth Miller was elected as Director at ZEBRA TECHNOLOGIES CORP.
  evidence_excerpt: Kenneth Miller was elected to Zebra Technologies Corporation’s (the “Company”) Board of Directors as a Class I director
  evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721224000130/0000877212-24-000130-index.htm
- claim_id: 1b0794fd0359582eb419a1783ff0b743e9e19d05
  claim: ZEBRA TECHNOLOGIES CORP shareholders approved Ratification of Appointment of Independent Auditors at the 2024-05-09 meeting.
  evidence_excerpt: 3. Proposal 3. 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, 2024. For Against Abstain 45,086,911 789,271 16,598
  evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721224000130/0000877212-24-000130-index.htm
- claim_id: 3e41f5735d967d3fd9c9e57b3cf7981c1a298881
  claim: ZEBRA TECHNOLOGIES CORP shareholders rejected Advisory Vote to Approve the Compensation of Named Executive Officers at the 2024-05-09 meeting.
  evidence_excerpt: 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 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 17,101,924 25,454,747 32,170
  evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721224000130/0000877212-24-000130-index.htm
- claim_id: a827d5ac6bfad9ffcc6cb5ed28c24e3aa6cd2689
  claim: ZEBRA TECHNOLOGIES CORP shareholders approved Election of Three Directors at the 2024-05-09 meeting.
  evidence_excerpt: 1. Proposal 1. Election of Three Directors. For the election of the following persons as Class I Directors to the Board of Directors of the Company to hold office for a three-year term expiring at the 2027 Annual Meeting or until their respective successors are duly elected and qualified: Directors For Withheld Satish Dhanasekaran 40,643,858 1,944,983 Ross Manire 37,751,152 4,837,689 Kenneth Miller 41,464,467 1,124,374
  evidence_url: https://www.sec.gov/Archives/edgar/data/877212/000087721224000130/0000877212-24-000130-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.