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

On January 12, 2021, Zebra announced the appointment of Nathan Winters as Chief Financial Officer, effective January 11, 2021. Mr. Winters had been serving as Zebra's Acting Chief Financial Officer since August 28, 2020.

Mr. Winters, 41, has served as Vice President of Corporate Financial Planning & Analysis and Business Operations of the Company since April 2018. Prior to joining the Company, Mr. Winters most recently served as the Chief Financial Officer, Global Supply Chain at GE Healthcare from April 2016 to March 2018. In addition to that position at GE Healthcare, he held the position of Chief Financial Officer, Life Science BioProcess (April 2014 to March 2016) and previously held various finance positions of growing levels of responsibility at GE Healthcare and General Electric.

Pursuant to the terms of an employment agreement, dated as of January 11, 2021, by and between Zebra and Mr. Winters, Mr. Winters will receive an annual base salary of $550,000 and a 2021 target annual cash incentive of up to 75% of his base salary, to be earned based on the achievement of annual performance targets to be established by the Board of Directors. In connection with his appointment, Mr. Winters will be granted equity awards with an aggregate grant date fair value equal to $1,550,000 in a combination of 40% time-vested restricted stock and 60% performance-vested restricted stock. The time-vested restricted stock will be granted on February 16, 2021 when Zebra's quarterly blackout period ends, and will vest in 1/3 increments on each anniversary of the grant date. The performance-vested restricted stock will be granted in May 2021 will be on the same terms and subject to the performance period and performance targets contained in the 2021 performance-vested restricted stock awards, and will vest on the three year anniversary of the grant date.

There is no arrangement or understanding between Mr. Winters and any other persons pursuant to which Mr. Winters was selected as an officer. There are no family relationships between Mr. Winters and any director or executive officer of Zebra and, other than the Mr. Winters' Employment Agreement, no transactions involving Mr. Winters that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.



A copy of the press release announcing Mr. Winters' appointment as Chief
Financial Officer is attached hereto as Exhibit 99.1 and incorporated herein by
reference.


                Item 9.01.     Financial Statements and Exhibits.


(d) Exhibits.
Exhibit Number         Description of Exhibits
99.1                   Registrant's Press Release dated January 12, 2021
104                    Cover Page Interactive Data File (embedded within the inline XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses