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Get filing alertsZebra Technologies shareholders approve 2026 equity plan authorizing 2.4M shares
Filed May 26, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Stockholders approved 2026 Long-Term Incentive Plan authorizing 2,430,000 shares for equity compensation, representing potential dilution as awards are granted to employees and executives over time.
Item 5.07 verify on EDGAR → -
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Plan allows multiple award types including stock options, restricted stock, performance shares, and other equity instruments, giving management flexibility in structuring compensation packages.
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Four Class III directors elected to three-year terms expiring 2029, with all nominees receiving majority support; Linda Connly received most opposition votes at 5.5M shares.
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Executive compensation approved in advisory say-on-pay vote with 93% support (37.3M for vs 2.7M against), indicating shareholder acceptance of current compensation practices.
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Ernst & Young LLP ratified as independent auditor for 2026 with 93% approval, maintaining continuity in external audit relationship.
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Summary
Zebra Technologies held its 2026 Annual Meeting on May 19, where stockholders approved a new long-term incentive plan authorizing 2,430,000 shares for equity compensation. The plan replaces the 2018 LTIP and provides management with various tools to grant stock options, restricted stock, and performance-based awards to employees and executives.
The share authorization represents potential dilution to existing holders as these awards vest over time. Retail investors should note the strong shareholder support across all proposals, with the equity plan receiving 97% approval and executive compensation garnering 93% support in the advisory vote. All four director nominees were re-elected with comfortable margins.
The approval of Ernst & Young as auditor maintains the existing audit relationship. Watch for the first grants under the new plan in upcoming proxy filings and quarterly reports, which will reveal how aggressively management uses the 2.4M share authorization and whether grants are weighted toward performance-based awards versus time-based vesting.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Zebra Technologies Corporation (the “Company”) held on May 19, 2026, the Company’s stockholders approved the Zebra Technologies Corporation 2026 Long-Term Incentive Plan (the “2026 LTIP”), which previously had been approved by the Company’s Board of Directors (the “Board”) subject to stockholder approval.
Stockholders approved a new long-term incentive plan at the annual meeting on May 19, 2026. The plan had already been approved by the Board but required stockholder ratification to become effective. This establishes the framework for future equity compensation grants to key personnel.
Added in current filing · verify on EDGAR →
Subject to the terms and conditions of the 2026 LTIP, the number of shares authorized for grants under the 2026 LTIP is 2,430,000, reduced by the number of Shares subject to awards granted under the Zebra Technologies Corporation 2018 Long-Term Incentive Plan after December 31, 2025 and prior to the effective date of the Plan.
The plan authorizes 2,430,000 shares for equity grants, with a reduction for any awards granted under the prior 2018 plan between January 1, 2026 and the new plan's effective date. This represents potential dilution to existing shareholders as new equity awards are granted to employees and executives over time.
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Under the 2026 LTIP, the Company may grant: Incentive Stock Options; Nonqualified Stock Options; Stock Appreciation Rights; Restricted Stock; Restricted Stock Units; Performance Awards; Performance Shares; Performance Units; and Other Stock Awards.
The plan provides flexibility to grant multiple types of equity compensation including stock options, restricted stock, performance-based awards, and other equity instruments. This gives management various tools to structure compensation packages aligned with company performance and retention goals.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Zebra Technologies held its 2026 Annual Meeting on May 19, 2026, with stockholders voting on director elections, executive compensation, and auditor ratification.
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Proposal 3. Approval of Zebra Technologies Corporation 2026 Long-Term Incentive Plan, was as follows. ForAgainstAbstain 38,887,1851,073,71152,826
Stockholders approved the Zebra Technologies Corporation 2026 Long-Term Incentive Plan with strong support of 38,887,185 shares for versus 1,073,711 against. This plan will govern future equity-based compensation awards to employees and executives.
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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, 2026. ForAgainstAbstain 39,627,8042,938,61424,211
Stockholders ratified the appointment of Ernst & Young LLP as independent auditors for fiscal year 2026 with 39,627,804 shares voting for. This represents continuity in the company's external audit relationship.
Event · Item 9.01 — Financial Statements and Exhibits
Zebra Technologies filed its 2026 Long-Term Incentive Plan as an exhibit, a routine compensation plan disclosure with no immediate business impact.
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2026 Zebra Long-Term Incentive Plan
The company has filed its 2026 Long-Term Incentive Plan as Exhibit 10.1. This is a routine disclosure of an equity compensation plan, typically used to grant stock options, restricted stock, or other equity awards to employees and executives. No specific terms, grant amounts, or participant details are disclosed in the 8-K body itself.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify