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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): October 30, 2025
 

 
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
 

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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Class A Common Stock, par value $.01 per share ZBRA The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2025, the Company’s Board of Directors adopted amended and restated by-laws (the “Amended and Restated By-Laws”), effective immediately. The amendments revised Section 2.11 of the Amended and Restated By-Laws to institute stockholder voting standards to require that in an uncontested director election a director must receive more votes “in favor” of their nomination than the sum of votes “against” to be elected (i.e., a majority vote standard).

The foregoing summary of the amendments effected by the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description of Exhibits
3.1 Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 2025.
104 Cover Page Interactive Data File (embedded within the inline XBRL)

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: November 5, 2025     By:   /s/ Cristen Kogl
      Cristen Kogl
      Chief Legal Officer, General Counsel & Corporate Secretary

EXHIBIT INDEX
 

Exhibit Number Description of Exhibits
3.1 Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 2025

104 Cover Page Interactive Data File (embedded within the inline XBRL)