Zebra Technologies : 2025 Annual Report 2025 Proxy Statement

Published: 2025-03-31 16:54:35 ET ZBRA

Dear

Fellow Stockholder

On behalf of the Board of Directors, we would like to thank you for your continued investment in Zebra Technologies.

In 2024, Zebra delivered strong results, reflecting recovery in end-market demand for our products and excellent execution by our team. The Company drove double-digit sales and earnings growth in the second half of the year amid stronger year-end spending from our North American retail customers. Management streamlined expenses, having achieved $120 million in net annualized cost savings. Innovation remains central to our industry leadership - recent progress includes AI-based machine vision offerings, expansion into self-service kiosks, embedded RFID capabilities within our mobile computing portfolio, and eco-friendly printing supplies. We have augmented our organic efforts with strategic acquisitions, as evidenced by our recent acquisition of Photoneo which accelerates our presence in the 3D segment of the Machine Vision market. Entering 2025, Zebra remains well positioned to drive sustainable profitable growth.

We are committed to a Board leadership structure and overall composition that facilitates effective and independent oversight. As part of the planned leadership succession that resulted in Bill Burns becoming CEO in March 2023, our roles have continued to evolve as well with Anders Gustafsson, Zebra's former CEO, moving from the Executive Chair role to become Board Chair at our 2024 Annual Meeting of Stockholders, and Mike Smith continuing in his role as Lead Independent Director to ensure that our independent directors have robust leadership in the boardroom.

We take a deliberate and active approach to Board and committee refreshment and evaluation processes to ensure we have the right mix of experience, skillsets, tenure and personal characteristics to support Zebra's strategy and long-term value creation. Over the last five years, we have added five new directors to the Board and have refreshed our committee membership and leadership. Since he was elected to the Board at the 2024 Annual Meeting and joined the Audit Committee at the same time, we have benefited from Kenneth Miller's more than 25 years of public company financial acumen as well as experience in technology, business transformation and strategic planning; Ken has also joined the Compensation and Culture Committee in February 2025. We have also benefited from Janice Roberts' service as Compensation and Culture Committee Chair this past year after having served on the Committee for more than a decade, and in board and committee leadership roles at other public companies. In addition, in February 2025, Frank Modruson, who has served on the Board since 2014 and has experience in governance, was named Chair of our Nominating and Governance Committee.

Finaly, in the past year the Board engaged an independent third party to facilitate an evaluation of individuals, committees and the full Board to augment our annual Board performance review and evaluation led by the Nominating and Governance Committee. We appreciated the insights gained from this exercise, which have informed the continued practices and functioning of our Board and Committees.

In 2024, we continued to prioritize stockholder engagement on a wide variety of topics including governance, Board oversight, compensation and sustainability. Following the lower-than-expected support for our 2024 Say-on-Pay vote, in the past year the Chair of our Compensation and Culture Committee and senior members of management led a thoughtful and comprehensive stockholder engagement effort in which we initiated offers of engagement with nearly two thirds of our stockholder base to better understand their views on our compensation program and how we could be responsive to stockholder feedback. This multi-phased engagement effort yielded important insights and informed responsive actions around our executive compensation program, outlined in our Compensation Discussion and Analysis ("CD&A"), and enhancements to our governance disclosure practices. We plan to continue our dialogue with stockholders in the coming year.

We maintain strong conviction in the opportunities ahead as the company addresses customers' evolving needs. We believe we are well-positioned to advance our industry leadership with our innovative solutions that digitize and automate our customers' workflows across the supply chain.

We would like to thank our stockholders, employees, customers, and partners for their continued support and contributions to Zebra.

Sincerely,

Anders Gustafsson Chair of the Board

Michael A. Smith

Independent Lead Director of the Board

Dear

Fellow Stockholder

March 28, 2025

Please join us for the Zebra Technologies Corporation 2025 Annual Meeting of Stockholders (the "Annual Meeting") on Thursday, May 8, 2025 at 10:30 a.m., Central Time. The Annual Meeting will be conducted solely by remote communication, in a virtual only format. You may attend the virtual Annual Meeting atwww.virtualshareholdermeeting.com/ZBRA2025. Only stockholders of record as of the close of business on March 14, 2025 can participate at the Annual Meeting. Stockholders of record will need their 16-digit control number found on their proxy card, voting instruction form or notice to enter the Annual Meeting. Once admitted, stockholders of record may vote or submit questions during the Annual Meeting by typing their question into the "Ask a Question" field and clicking "Submit." Only questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. If any questions pertinent to Annual Meeting matters cannot be answered during the Annual Meeting due to time constraints, we will post and answer a representative set of these questions online at investors.zebra.com, under the Events section. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.

At the Annual Meeting, stockholders will be asked to vote on each of the three proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter.

Your vote on the matters to be considered at the Annual Meeting is important, regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting, we urge you to vote your shares as soon as possible via the Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided. If you receive a notice of internet availability in the mail but prefer to vote using a paper copy instead of online, you may request a proxy card. Once you have received it, simply complete, sign, date, and return by mail. By voting in advance of the Annual Meeting, you can ensure your shares will be represented and voted at the Annual Meeting, and you will spare Zebra the expense of a follow-up mailing. Even if you vote before the Annual Meeting, you may still attend the Annual Meeting via the Internet atwww.virtualshareholdermeeting.com/ZBRA2025and submit questions and vote during the Annual Meeting by entering the 16-digit control number found on your proxy card.

For more information about Zebra and to take advantage of the many stockholder resources and tools available, I encourage you to visit Zebra's website atwww.zebra.comunder Investors.

Sincerely,

William J. Burns Chief Executive Officer

Notice of

Annual Meeting of Stockholders

DATE & TIME

May 8, 2025 10:30 a.m., Central Time

VIRTUAL MEETING ACCESSwww.virtualshareholdermeeting.com/ZBRA2025

To the Stockholders of Zebra Technologies Corporation:

RECORD DATEMarch 14, 2025

The Annual Meeting of Stockholders of Zebra Technologies Corporation will be held at 10:30 a.m., Central Time, on Thursday, May 8, 2025. The Annual Meeting of Stockholders, and any adjournments or postponements thereof, will be a virtual meeting conducted via live webcast. You may log ontowww.virtualshareholdermeeting.com/ZBRA2025and enter your control number to access the meeting. We will not have a physical location for the Annual Meeting in order to make the meeting more accessible to stockholders. You will be able to attend the Annual Meeting of Stockholders online, submit your questions online, and vote your shares electronically during the meeting. The Annual Meeting will be held for the following purposes:

Board

Proposal

Recommendation

Information

Reasons for Recommendation

FOR all Director nominees

The Board and the Nominating and Governance Committee believe our director nominees possess the skills, experience and qualifications necessary to effectively provide oversight and support management's execution of our long-term strategic goals.

FOR this proposal

The Board and the Compensation and Culture Committee believe our executive compensation structure is aligned with our stockholders' interests and current market practices, and that it reflects our commitment to pay for performance.

FOR this proposal

Based on the Audit Committee's assessment, the Board and the Committee believe the appointment of Ernst & Young LLP is in the best interest of the Company and its stockholders.

We may also conduct other such business if properly presented.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2025:

We are furnishing our proxy materials to our stockholders electronically. Most of our stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our 2025 Proxy Statement (including the notice of meeting and proxy card) and our 2024 Annual Report on Form 10-K over the internet, as well as instructions regarding how to request a paper copy of these materials, and how to vote by mail or via the internet. The Notice of Internet Availability of Proxy Materials will be mailed, and the attached proxy statement is being made available, to our stockholders beginning on or about March 28, 2025.

Our 2025 Proxy Statement and 2024 Annual Report to Stockholders are available without charge at:https://materials.proxyvote.com/989207. Information contained on this website is not incorporated by reference into this proxy statement or any other report we file with the Securities and Exchange Commission.

March 28, 2025

By Order of the Board of Directors,

Cristen Kogl

Chief Legal Officer, General Counsel and Corporate Secretary Lincolnshire, Illinois

How to Vote Your Shares

Review your proxy statement and vote in one of four ways:

INTERNET

Please follow the internet voting instructions

sent to you and visitwww.proxyvote.comor

scan the QR Barcode on your Notice of

Internet Availability of Proxy Materials or your

proxy card, any time up until 11:59 p.m. ET on

May 7, 2025

BY TELEPHONE

Please follow the telephone voting instructions

sent to you and call 1-800-690-6903, any time

up until 11:59 p.m. ET May 7, 2025

BY MAIL

Sign, date and return your proxy card in the

enclosed pre-addressed envelope. The card

must be received prior to the 2025 Annual

Meeting to be counted.

Table of Contents

Proxy Summary 5

What's New 5

2024 Business Highlights and Performance 5

Stockholder Engagement 6

Corporate Governance 7

Proxy Voting Map 8

Proposal 1 Election of Directors 13

Biographical Information of Zebra's Director Nominees and Continuing Directors

Board Composition

Board Effectiveness

14 24

Selecting Nominees for the Board 25

Director Onboarding, Development and Evaluations 26

Director Refreshment and Tenure 28

Director Independence and Overboarding 29

Board Structure and Meeting Attendance 30

Corporate Governance 33

Corporate Governance Policies 33

Oversight of Risk Management 34

Stock Ownership Guidelines 36

Related Party Transactions 36

Compliance Reporting 37

Communications with the Board 37

Director Compensation 37

Sustainability 39

Stockholder Engagement

Proposal 2 Advisory Vote to Approve Compensation of Named Executive Officers

Letter to Stockholders from the Compensation and

Culture Committee

Compensation and Culture Committee Report

Compensation Discussion and Analysis

Our Named Executive Officers for 2025

2024 Business Highlights and Performance Stockholder Engagement and Responsiveness to

2024 Say-on-Pay Result

Overview of Our Executive Compensation Program Annual Cash Compensation in 2024

2024 Long-Term Equity Incentive Awards Performance Vested Restricted Stock Units Earned in

2024

Our Compensation Approach

Executive Compensation Summary Compensation Table Grants of Plan-Based Awards in 2024

Outstanding Equity Awards at 2024 Fiscal Year-End Options and Stock Appreciation Rights Exercised and

Stock Vested in 2024

Non-Qualified Deferred Compensation

Potential Payments upon Termination of Employment

or Change in Control

CEO Pay Ratio

Executive Pay Versus Company Performance Equity Compensation Plan Information Compensation and Culture Committee Interlocks and

Insider Participation

Proposal 3 Ratification of Appointment of Independent Auditors

Report of the Audit Committee

83 84

Fees of Independent Auditors

Executive Officers

Ownership of Our Common Stock

Delinquent Section 16(a) Reports

42 43 44 44

Stockholder Proposals and Other Business

Proxy Statement

General Information About the Annual Meeting and

These Proxy Materials

92 93

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

What's New

As part of our efforts to continuously improve our governance practices, enhance readability of our Proxy Statement and respond to stockholder feedback, we have updated our disclosures. This year's key updates to disclosures include:

Proxy Voting Map included in the Proxy Summary

Enhanced CD&A Disclosure

Skill Attainment Information added to the

Letter from the Chair of Zebra's Compensation and

Director Skills Matrix

Culture Committee

Board Effectiveness Section

Enhanced Stockholder Engagement Reporting

2024 Business Highlights and Performance

$4.98 Billion

in Annual Sales (8.7% growth), with $13.52 non-GAAP earnings per diluted share (38% growth)

$120 Million

in annualized net expense savings completed to drive restructuring plans

~350 Patents

and patent applications added, bringing our portfolio total to ~7,150 patents and patent applications

Named a Top Workplace

Amongst several employer accolades in

2024, Zebra was named #51 on Fast Company's list of Best Workplaces for

Innovators

$563 Million R&D

We continued to invest in innovation to extend our industry leadership.

Examples of our progress include:

• Next generation RFID capabilities in mobile computers and scanners

• AI-based machine vision offerings

• Self-service kiosk solutions

• GenAI agents for retailers

• Eco-friendly products

Stockholder Engagement

At the 2024 Annual Meeting, the advisory vote on executive compensation, or "Say-on-Pay" vote, received 40.2% support from stockholders. Following the 2024 Annual Meeting, our Compensation and Culture Committee, chaired by Janice Roberts, along with senior management, initiated a multi-phase engagement effort to solicit our stockholders' perspectives and build support for our executive compensation program. During these discussions, we also gathered feedback on governance practices, business strategy, and environmental and social issues. Feedback was shared with the Board of Directors and relevant committees to inform key responsive actions, particularly with regard to our executive compensation program. For further details, please refer to the Stockholder Engagement and CD&A Sections on pages 40 and 44, respectively.

Post-Annual Meeting Summer Engagement and

Reflection Fall and Winter Engagement

Board Response to Stockholder Feedback

May - June 2024

July - August 2024

Oct. 2024 - Jan. 2025

Feb. - March 2025

• Nominating and Governance and Compensation and Culture Committees reviewed feedback and considered vote results from Annual Meeting

• Prepared for engagement with stockholders, taking into account our annual meeting results, stockholder feedback from meetings in the weeks leading up to the 2024 Annual Meeting and proxy season trends

• Contacted top 12 stockholders that voted against Say-on-Pay to listen to feedback and better understand the rationale for adverse votes

• Chair of the Compensation and Culture Committee and senior members of management met with stockholders representing ~20% of stock outstanding

• Nominating and Governance and Compensation and Culture Committee considered feedback from initial discussions

• Engaged with stockholders representing 48% of stock outstanding, including meetings led by the Chair of the Compensation and Culture Committee

• Met with two proxy advisory firms

• Dialogue focused on investor feedback and potential compensation changes and enhancements to disclosure in response to 2024 Say-on-Pay vote

• 2025 Proxy Statement includes comprehensive actions made in response to stockholder feedback since the 2024 Annual Meeting

FALL AND WINTER ENGAGEMENT

COMPENSATION

GOVERNANCE

• Committed not to grant a one-time award outside of extraordinary circumstances

• Added the dollar values and percentages of the threshold, target and maximum goals for the short-term incentive plan metrics in our proxy statement

• Enhanced disclosures on the program design and goals to illustrate how this plan retains executives, is aligned with stockholder interests and drives performance

• Committed to provide enhanced disclosure if severance payments are made associated with involuntary terminations

• Engaged an independent third-party to conduct an evaluation of our Board in order to further enhance our Board's effectiveness

• Added information to the director skills matrix to indicate how each director's skills were attained

Corporate Governance

Zebra is committed to a corporate governance structure that creates long-term value for our stockholders by promoting effective Board leadership, accountability and independent oversight. Our key governance practices listed below, and our polices described under Corporate Governance Policies on page 33, provide the framework for our corporate governance and assist the Board in fulfilling its duties to stockholders. We are committed to engaging with our stockholders to understand their views. In addition, we continue to review evolving market practice in alignment with the needs of our business.

CORPORATE GOVERNANCE HIGHLIGHTS

Stockholder Rights

Independence

Proxy Access By-Law

Our Securities Transactions and Confidentiality Policy expressly prohibits hedging, pledging and short selling Zebra securities

No dual class of stock or controlling stockholder

Majority voting in uncontested director elections

No poison pill in place

Annual "Say-on-Pay" advisory vote

Robust stockholder engagement program

Eight of our ten directors are independent

Separate Board Chair and Lead Independent Director roles

Independent standing Board committees

Regular executive sessions of independent directors

Good governance practices

Policy on directors' outside public company board service

Board reviews executive succession planning and director refreshment regularly

Director orientation and continuing educational programs

Robust Stock Ownership Guidelines, which are applicable to executive officers and directors

Board Composition

Board comprised of directors with an appropriate mix of skills, experiences and perspectives

30% of our Board is gender diverse and 20% of our Board is ethnically diverse

Active Board refreshment, which resulted in the addition of five new directors since 2020

Accountability

Annual individual director evaluations

Annual Board and committee self-evaluations

An independent evaluation of our Board was facilitated by a third party in 2024

Two Clawback Policies - our "Accounting Restatement Clawback Policy", which meets regulatory requirements, and our "Clawback Policy" which addresses executive misconduct

Oversight

Comprehensive Risk oversight by the Board and its committees

Board and committee oversight of sustainability matters

Proxy Voting Map

Proposal Election of three Class II directors with terms expiring

in 2028 (page 13)

The Board of Directors recommends a vote FOR all Director nominees

The Board of Directors consists of ten directors. Eight of our directors are independent under Nasdaq listing requirements; the other two directors serve as Zebra's Chair of the Board of Directors and our Chief Executive Officer. The Board and the Nominating and Governance Committee believe our director nominees and continuing directors possess the skills, experience, and qualifications necessary to effectively provide oversight and support management's execution of our long-term strategic goals.

Other Current Public Co. and Name

Age Director Primary Since Occupation

Independent Committee Memberships Invest Co. Directorships

Class II Directors - Term Expires 2025

Founder, Chairwoman and

Nelda J. Connors

2022

Chief Executive Officer, Pine Grove Holdings, LLC



AC*

Frank B. Modruson

2014

President, Modruson & Associates, LLC and Retired Chief Information Officer, Accenture



AC, NGC (Chair)

Michael A. Smith

1991

Lead Independent Director, Zebra Technologies and Chair and Chief Executive Officer, Fire Vision LLC



CCC, NGC

Class III Directors - Term Expires 2026

William J. Burns 57 2023

Chief Executive Officer, Zebra Technologies

None

Linda M. Connly 59 2020

External Advisor, Bain & Company



AC, NGC

Anders Gustafsson 64 2007

Chair of the Board, Zebra Technologies None

Janice M. Roberts 69 2013

Advisory Partner, Benhamou Global Ventures



CCC (Chair)

Class I Directors - Term Expires 2027

Satish Dhanasekaran 52 2023

President and Chief Executive Officer, Keysight Technologies



CCC

Ross W. Manire 73 2003

Retired President and Chief Executive Officer, ExteNet Systems, Inc.



AC* (Chair),

NGC

Kenneth B. Miller 54 2024

Executive Vice President and Chief Financial Officer, Juniper Networks



AC*, CCC

AC = Audit Committee, CCC = Compensation and Culture Committee and NGC = Nominating and Governance Committee *Audit Committee Financial Expert

Board Composition Snapshot

Zebra's Board is composed of ten highly qualified directors whose experience, skillsets, tenure and personal characteristics complement those of fellow directors to create a balanced Board with diverse viewpoints and deep expertise. The diagrams below Include all continuing directors and the director nominees. For more information on Board Composition see page 24.

Age

Tenure

Independence

5 0-5 years

2 61-65 years

2 6-12 years

Director Skills

Financial Reporting Experience

Accounting and

Cybersecurity Experience

International Business Experience

7 610

Marketing and Sales Experience

Business Transformation Experience Mergers and Acquisitions Experience

Technology and Innovation Experience

Public Company Board andCorporate Governance Experience

Risk Management Experience Senior Leadership Experience

Strategic Planning and

Disclaimer

Zebra Technologies Corporation published this content on March 31, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on March 31, 2025 at 20:53 UTC.