📜 What This Document Is

This is a DEF 14A Proxy Statement for Zebra Technologies (ZBRA). Think of it as a detailed "voter's guide" for the company's upcoming shareholder meeting. Its main purpose is to give shareholders the information they need to vote on key issues. The 2026 Annual Meeting will be held virtually on Tuesday, May 19, 2026, at 10:30 a.m. Central Time.

👉 Why it matters: If you own Zebra stock, this document tells you what you're voting on, who is running the company, how they are paid, and gives you a snapshot of how the business performed.

🏢 Who's Running the Show?

Zebra Technologies describes itself as a global leader in digitizing and automating workflows for "intelligent operations." They make things like barcode scanners, mobile computers, and RFID technology used in retail, healthcare, manufacturing, and logistics.

👉 In simple terms: They help companies track assets and streamline work for their frontline employees. They have about 10,700 employees and a 55+ year track record.

🗳️ What You're Voting On (The Proposals)

Shareholders will vote on four main proposals:

Elect Four Directors: Re-electing William J. Burns, Linda M. Connly, Anders Gustafsson, and Janice M. Roberts to the board.
"Say on Pay": A non-binding advisory vote to approve the compensation of the top executives (Named Executive Officers or NEOs).
Approve a New Incentive Plan: Voting on the 2026 Long-Term Incentive Plan (LTIP), which would replace the 2018 plan.
Ratify the Auditor: Approving the appointment of Ernst & Young LLP as the independent accounting firm for 2026.

👉 The Board recommends voting FOR all four proposals.

👥 Board Composition & Nominees

The board is currently made up of 11 directors. Nine are independent, and two are company insiders (CEO William Burns and Board Chair Anders Gustafsson). The board is refreshed regularly, adding five new directors since 2020.

The four directors up for re-election are:

William J. Burns (Age 59): The current CEO, in the role since 2023.
Linda M. Connly (Age 61): An independent director with deep expertise in sales and go-to-market strategy from her time at Dell and Bain & Company.
Anders Gustafsson (Age 65): Board Chair and former CEO (2007-2023). He knows Zebra inside and out.
Janice M. Roberts (Age 70): An independent director with a venture capital background and extensive global tech experience.

👉 Why it matters: The board provides oversight. Their skills in technology, finance, international business, and operations are meant to guide Zebra's strategy and manage risks.

💼 Executive Compensation (The "Pay for Performance" Plan)

This section explains how Zebra pays its top executives. The philosophy is to align pay with long-term shareholder interests.

Key Compensation Components for 2025:

Base Salary: Fixed cash pay.
Annual Bonus (ZIP): A cash bonus based on hitting annual goals for Net Sales (40%), Adjusted EBITDA (40%), and a Strategic Growth Index (20%).
Long-Term Stock Awards (75% of target pay):
- 40% are time-based RSUs: Vest over 3 years.
- 60% are performance-based (PVRSUs): Vest after 3 years based on hitting goals for Net Sales CAGR (50%), Adjusted EBITDA Margin (30%), and Free Cash Flow Conversion (20%).

👉 Why it matters: Most executive pay is "at risk"—it's not guaranteed and depends on the company hitting specific financial and strategic targets. This is designed to motivate leaders to grow the business and stock price.

✨ New 2026 Long-Term Incentive Plan (LTIP)

Zebra is asking shareholders to approve a new stock award plan to replace the 2018 plan. This is their first new plan request since 2018.

What the LTIP does:

Allows the company to grant stock awards (like RSUs) to attract and retain talent.
Includes strong governance features: a 1-year minimum vesting period for all awards, no "evergreen" provision (shares don't auto-replenish yearly), and limits on non-employee director pay.
Does not allow for repricing of options without shareholder approval.

👉 Why it matters: Stock compensation is a key tool for hiring and keeping top executives and employees. Approving this plan ensures Zebra can continue using it strategically.

📅 Key Dates & How to Vote

Record Date: March 25, 2026. You must be a shareholder by this date to vote.
Meeting Date: May 19, 2026, at 10:30 a.m. CT.
Voting Deadline: 11:59 p.m. ET on May 18, 2026, if voting by internet or phone.
How to Vote: By Internet (www.proxyvote.com), by Telephone ((800) 690-6903), by Mail, or during the virtual meeting.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Market leader in its niche with a long track record.
Clear focus on secular trends (AI, labor constraints, automation).
Active shareholder engagement and strong corporate governance practices (independent board, robust committees).
Compensation structure closely tied to company performance.

⚠️ Risks:

Operates in a dynamic, competitive technology environment.
Execution risk on its strategy, including the recent acquisition of Elo Touch and exit from robotics.
Subject to macroeconomic conditions that affect customer spending.

🧠 The Analogy

Reading this proxy is like getting the playbook before the big game. It shows you who the team captains are (the board), how the star players are incentivized (executive pay), what new rules they want to adopt (the LTIP), and who will be keeping score (the auditors). You, as a shareholder, get to vote on the key parts of that playbook.

🧩 Final Takeaway

This proxy outlines the votes Zebra shareholders need to cast to approve the company's leadership, its executive pay philosophy, and its key talent retention tool (the new LTIP). It highlights the company's focus on aligning management interests with long-term shareholder value through performance-based compensation and strong governance.

ZEBRA TECHNOLOGIES CORP — DEF 14A Filing