ZEBRA TECHNOLOGIES CORP

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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. )

Zebra Technologies Corporation

(Name of Registrant as Specified in Its Charter)

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

2025

Proxy

Statement

MAY 8, 2025 | 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.

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,

​

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 at www.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 at www.virtualshareholdermeeting.com/ZBRA2025 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

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 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 onto www.virtualshareholdermeeting.com/ZBRA2025 and 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: