ZEBRA TECHNOLOGIES CORP

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. )

Zebra Technologies Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2024

Proxy

Statement

MAY 9, 2024 | 10:30 a.m. CT

​

Dear**

**Fellow Stockholder

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

2023 was one of the most challenging years in Zebra’s more than 50-year history. Broad-based softness across Zebra’s end markets resulted in a significant decline in sales and profitability. Our Chief Executive Officer, Bill Burns, and the management team have taken bold action to address and mitigate the impact of the demand environment, including a $120 million annualized cost savings plan. The team is also reallocating resources to accelerate growth in underpenetrated markets including Japan, along with the manufacturing and government sectors, and is addressing new automation use cases with RFID and machine vision. Through these actions and continual investment to innovate our portfolio of products and solutions, Zebra is well-positioned to drive profitable sales growth as end markets recover.

We have an experienced Board with a balance of diversity and backgrounds, and a commitment to ongoing refreshment. The Board’s focus on refreshment and prioritization of diversity in director searches has resulted in five new directors in the past four years, three of whom are considered gender or racially diverse.

Since our last Annual Meeting of Stockholders, two new directors have been appointed or nominated to serve on our Board. In May 2023, we appointed Satish Dhanasekaran to the Board. Mr. Dhanasekaran is the President and Chief Executive Officer of Keysight Technologies and brings over 20 years of technology experience to the Board. At this year’s Annual Meeting of Stockholders, we have nominated Kenneth Miller, Chief Financial Officer of Juniper Networks, to stand for election. Mr. Miller will bring to the Board valuable industry leadership experience and strong strategic planning and business transformation expertise. In addition, Richard Keyser will not be standing for election this year. We thank Mr. Keyser for his wisdom, guidance, and many years of valuable service on Zebra’s Board.

We continue to prioritize engagement with stockholders on a wide variety of topics including governance, oversight, and sustainability. In response to stockholder feedback, we have made a number of enhancements to our practices over the past year, including expanding disclosure around our directors’ skills, delegating oversight of human capital management to our renamed Compensation and Culture Committee, and publishing our inaugural Zebra Sustainability Report.

We are proud of our recognition in the market as an employer of choice and remain focused on driving innovation and responsible practices across our broader value chain. We are committed to conducting business in ways that will benefit our stakeholders and advance sustainability objectives that align with our business model and strategy.

We would like to thank our stockholders, employees, customers, and partners for their continued support and contributions to Zebra. We are confident that Zebra will successfully navigate this challenging environment with the active involvement and support of the Board of Directors.

Sincerely,

Dear

Fellow Stockholder

March 29, 2024

Please join us for the Zebra Technologies Corporation 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 9, 2024 at 10:30 a.m., Central Time. The Annual Meeting will be conducted solely by remote communication, in a virtual only format. This decision was made to enable a greater number of stockholders to attend. You may attend the virtual Annual Meeting atwww.virtualshareholdermeeting.com/ZBRA2024. Only stockholders of record as of the close of business on March 15, 2024 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 virtually view or 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, or may request a proxy card to 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/ZBRA2024 and 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 at www.zebra.com under Investors.

Sincerely,

​

William J. Burns

Chief Executive Officer

Notice**of****

Annual Meeting

**of Stockholders

Virtual Meeting Information

MAY 9, 2024

10:30 a.m., Central Time

Virtual Meeting Website: www.virtualshareholdermeeting.com/ZBRA2024

To the Stockholders of Zebra Technologies Corporation:

The Annual Meeting of Stockholders of Zebra Technologies Corporation will be held at 10:30 a.m., Central Time, on Thursday, May 9, 2024. You can attend the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ZBRA2024. We will have no physical location for the Annual Meeting in order to make the meeting more accessible to stockholders. The Annual Meeting will be held for the following purposes:

The Proxy Statement more fully describes the proposals. Only holders of record of common stock at the close of business on March 15, 2024 are entitled to vote at or otherwise participate in the Annual Meeting.

We are pleased to take advantage of rules and regulations adopted by the Securities and Exchange Commission allowing companies to furnish proxy materials to their stockholders over the Internet. On March 29, 2024, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our 2024 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023, as well as instructions regarding how to receive paper copies of these documents.

In accordance with rules and regulations of the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing the proxy materials, which include this Proxy Statement and the accompanying proxy card, notice of meeting, and Annual Report to stockholders, to our stockholders over the Internet, unless otherwise instructed by the stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials was first mailed on or before March 29, 2024 to all stockholders of record as of March 15, 2024, the record date.

Cristen Kogl

Corporate Secretary

Lincolnshire, Illinois

March 29, 2024