ZEBRA TECHNOLOGIES CORP
For the period ended May 19, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 3, 2026
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UNITED STATES**
SECURITIES AND EXCHANGE COMMISSION
**Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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| Filed by the Registrant | Filed by a Party other than the Registrant |
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| Check the appropriate box: | |
| Preliminary Proxy Statement | |
| Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) | |
| Definitive Proxy Statement | |
| Definitive Additional Materials | |
| Soliciting Material under §240.14a-12 | |
Zebra Technologies Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | |
| No fee required. | |
| Fee paid previously with preliminary materials. | |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
Dear Fellow Stockholder
On behalf of Zebra Technologies Corporation’s Board of Directors, we would like to thank you for your continued investment in Zebra and cordially invite you to attend the 2026 Annual Meeting of Stockholders on Tuesday, May 19, 2026. Our Annual Meeting will be conducted virtually via live webcast at www.virtualshareholdermeeting.com/ZBRA2026.
In 2025, the Board remained focused on providing effective oversight of Company strategy and execution. We are excited about the secular trends shaping our long-term growth opportunities across our end markets, including labor and resource constraints, expanding track and trace requirements, rising consumer expectations, and rapid advancements in AI. Zebra’s customers rely on our solutions to advance their business-critical workflows, and we are uniquely positioned to address the need for intelligent operations with our market-leading portfolio.
The Board seeks to have a mix of expertise, tenure, and backgrounds to support Company strategy and drive stockholder value. We continue to prioritize thoughtful refreshment and have added five independent directors since 2020, deepening the Board’s expertise to support effective oversight of Zebra’s long-term strategic objectives. Most recently, in July 2025, we welcomed Mary McDowell who brings more than three decades of experience leading global technology organizations through meaningful business and technology transformations. We have also continued our practice of refreshing committee
membership and leadership to further align director expertise with evolving oversight responsibilities, most recently through the appointment of Kenneth Miller as Chair of the Audit Committee in March 2026.
A key component of our responsibilities is providing robust and effective oversight of risk, while monitoring the evolving landscape. Our highly engaged directors are actively involved in Zebra’s comprehensive risk oversight framework, with committees regularly reporting to the full Board on their respective oversight roles. We are committed to ensuring appropriate oversight of both current and emerging risks to ensure that Zebra can leverage innovation while managing risks effectively.
We value ongoing dialogue with our stockholders and continued our practice of proactive engagement throughout the past year. During these meetings, investors shared perspectives on a variety of topics, including strategy, Board composition, governance, compensation, and sustainability practices. Feedback from these discussions is shared with the Board and relevant committees and has informed updates to our practices in recent years.
Broad-based stock compensation remains a critical component of our compensation philosophy, aligning leadership with stockholder interests and supporting talent attraction, development, and retention. This year, the Board has approved and recommends that stockholders approve our 2026 Long-Term Incentive Plan. This is our first such request since 2018, reflecting our
prudent and thoughtful approach to equity usage.
We believe Zebra is well positioned to deliver innovative solutions for our customers and long-term stockholder value as our customers automate their operations and adopt data-driven AI solutions.
Thank you to our stockholders, employees, customers, and partners for your continued support and your contributions to Zebra.
Sincerely,
Anders Gustafsson
Chair of the Board
Michael A. Smith
Lead Independent Director
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Dear Fellow Stockholder
Zebra is a global leader in digitizing and automating workflows to deliver intelligent operations through our innovative portfolio of Connected Frontline and Asset Visibility & Automation solutions. Organizations globally across retail, manufacturing, transportation, logistics, healthcare, and other industries rely on our 55+ year track record, approximately 10,700 employees, and strong partner network to solve their biggest challenges. We are well positioned to capitalize on the long-term growth opportunities across our end markets supported by secular trends including labor and resource constraints, track and trace requirements, increased consumer expectations, and advancements in AI.
In 2025, our team delivered solid financial results in a dynamic environment. We achieved broad-based sales growth across all global regions and vertical end markets, and strong free cash flow. We expanded our capabilities and addressable market through the acquisition of Elo Touch, a leader in touchscreen technology, point-of-sale systems, payments, and self-service solutions,
elevating our strategic positioning across retail, hospitality, quick-serve restaurants, healthcare and manufacturing. We also exited our robotics automation solutions business to prioritize key growth areas including RFID, machine vision, and AI-powered solutions, while returning nearly $600 million of capital to stockholders through share repurchases. Looking ahead, we are excited about the opportunities for our business and remain focused on driving long-term value for our stockholders.
At the 2026 Annual Meeting of Stockholders, we will vote on the election of four Class III directors, the approval of the 2026 Long-Term Incentive Plan, and the ratification of the appointment of Ernst & Young LLP as Zebra’s independent registered accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of Zebra’s named executive officers. It is important that your shares are represented and voted. I encourage you to read our 2026 Proxy Statement, our 2025 Annual Report, and the other proxy materials, and then follow the voting instructions contained therein.
Stockholders have several opportunities to submit questions for the Annual Meeting. Questions may be submitted before the Annual Meeting by logging into www.proxyvote.com using your control number, or shortly before and during the Annual Meeting by logging onto the Annual Meeting’s website atwww.virtualshareholdermeeting.com/ZBRA2026.
Thank you for your continued investment and support of Zebra.
Sincerely,
William J. Burns
Chief Executive Officer
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Notice of Annual Meeting of Stockholders
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| Date | Tuesday, May 19, 2026 | |||
| Time | 10:30 a.m., Central Time | |||
| Access | The 2026 Annual Meeting can be accessed at www.virtualshareholdermeeting.com/ZBRA2026. There will not be a physical, in-person meeting. | |||
| Record Date | Wednesday, March 25, 2026 | |||
| Proxy Voting | You may vote your shares in one of four ways:●By Internet – follow the internet voting instructions sent to you and visit www.proxyvote.com, or scan the QR code on your Notice of Internet Availability of Proxy Materials or your proxy card, at any time up until 11:59 p.m. ET on May 18, 2026;●By Telephone – follow the telephone voting instructions sent to you and call (800) 690-6903 at any time up until 11:59 p.m. ET May 18, 2026;●By Mail – sign, date and return your proxy card in the enclosed pre-addressed envelope (note: the proxy card must be received prior to the 2026 Annual Meeting to be counted); or●During the Meeting – attend the virtual meeting and cast your vote. | |||
| Purposes | The 2026 Annual Meeting will be held for the following purposes: | |||
| | Proposal | Board Recommendation | Reasons for Recommendation | MoreInformation |
| | Proposal 1Election of four Class III directors with terms expiring in 2029 | 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. | Page 13 |
| | Proposal 2Advisory vote to approve Named Executive Officers’ (NEOs) compensation | FORthis 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. | Page 39 |
| | Proposal 3Approval of 2026 Long-Term Incentive Plan | FORthis proposal | The Board and the Compensation and Culture Committee believe the 2026 Long-Term Incentive Plan will allow Zebra to continue to link long-term incentive compensation to Zebra’s financial performance and will continue to enable Zebra to attract, retain, motivate and reward key personnel. | Page 75 |
| | Proposal 4Ratify the appointment of Ernst & Young LLP as our independent auditors for 2026 | FORthis 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. | Page 99 |
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| | We may also conduct other such business if properly presented. | |||
By Order of the Board of Directors,
Cristen Kogl
Chief Legal Officer, General Counsel and Corporate Secretary
Lincolnshire, Illinois
April 3, 2026
Important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 19, 2026
This Proxy Statement, other proxy materials, our Annual Report on Form 10-K for the year ended December 31, 2025 and a link to the means to vote by Internet or telephone are available at http://www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.