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Zebra Technologies Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant 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 Pursuant to §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) Payment of filing fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2020 Proxy Statement MAY 14, 2020 | 10:30 a.m. CT Dear Fellow Stockholder April 2, 2020 It is my privilege to serve as Zebra’s Independent Chairman. Zebra celebrated landmark achievements this past fiscal year, including celebrating the Company’s Zebra’s 50th anniversary and joining the S&P 500. Zebra continued to drive solid profitable growth in 2019 and has made strong progress in advancing our Enterprise Asset Intelligence vision. The Board of Directors believes that strong corporate governance practices help create long-term value for our stockholders and are vital to Zebra’s success. In 2019, we took significant steps to enhance our governance profile, including implementing a targeted stockholder engagement program and launching our corporate social responsibility website. Additionally, to further strengthen our governance practices, the Board has updated a number of Zebra’s governance policies, including our Insider Trading Policy, which now explicitly prohibits the pledging and hedging of Zebra securities, and adopted new policies, such as our Clawback Policy and Interlocking Directorate Policy. The Board of Directors believes that our governance practices and stockholder engagement program are serving, and will continue to serve, Zebra and its stakeholders well. I am confident that Zebra will continue to build upon its positive momentum with the Board of Director’s active involvement and support to ensure that the next 50 years are as successful as our first 50 years. Sincerely, Michael A. Smith Chairman Dear Fellow Stockholder April 2, 2020 Please join us for the Zebra Technologies Corporation 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 14, 2020 at 10:30 a.m., Central Time. At the Annual Meeting, stockholders will be asked to vote on each of the four 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 attend 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 and vote in person. 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, Anders Gustafsson Chief Executive Officer Notice of Annual Meeting of Stockholders Meeting Information MAY 14, 2020 10:30 a.m., Central Time Zebra Technologies Corporation Three Overlook Point Lincolnshire, Illinois 60069 (847) 634-6700 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 14, 2020, at our headquarters at 3 Overlook Point, Lincolnshire, Illinois 60069, for the following purposes: (1) To elect three Class III directors with terms to expire in 2023; (2) To hold an advisory vote to approve the compensation of our Named Executive Officers; (3) To approve our 2020 Employee Stock Purchase Plan; (4) To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2020; and (5) To conduct other business if properly presented. The Proxy Statement more fully describes the proposals. Only holders of record of common stock at the close of business on March 20, 2020 are entitled to vote at 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 April 2, 2020, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our 2020 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2019, as well as instructions regarding how to receive paper copies of these documents. Cristen Kogl Corporate Secretary Lincolnshire, Illinois April 2, 2020 * We are actively monitoring the public health and travel concerns relating to the coronavirus or COVID-19 pandemic and the protocols that federal, state, and local governments may impose. The health and well-being of our employees, directors and stockholders are paramount. As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will publicly announce the determination to hold a virtual Annual Meeting and the details on how to participate in a press release available at http://www.zebra.com under “Investors-News & Events” as soon as practicable before the Annual Meeting. In that event, the 2020 Annual Meeting would be conducted solely virtually, on the above date and time. Review your proxy statement and vote in one of four ways: INTERNET BY TELEPHONE BY MAIL IN PERSON Visit www.proxyvote.com Call 1-800-690-6903 Sign, date and return your proxy Attend the Annual Meeting in Lincolnshire, IL card in the enclosed envelope See page 70 for instructions on how to attend Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 14, 2020: Our 2020 Proxy Statement and 2019 Annual Report to Stockholders are available at: https://materials.proxyvote.com/989207. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Table of Contents Proxy Summary 10 Proposal 3: Approval of Our 2020 Employee Stock Purchase Plan 62 Proxy Statement 16 Report of the Audit Committee 64 Corporate Governance 17 Fees of Independent Auditors 65 Proposal 1: Election of Directors 25 Proposal 4: Ratification of Appointment of Independent Auditors 66 Committees of the Board 29 Executive Officers 67 Director Compensation 31 Ownership of Our Common Stock 69 Compensation Committee Report 33 Delinquent Section 16(a) Reports 69 Compensation Discussion and Analysis 34 Stockholder Proposals and Other Business 70 Executive Compensation 47 Exhibit A Zebra Technologies Corporation Proposal 2: Advisory Vote to Approve 2020 Employee Stock Purchase Plan 74 Compensation of Named Executive Officers 61 Zebra Technologies Corporation ❘ 2020 Proxy Statement 9 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. 2020 Annual Meeting of Stockholders Date: May 14, 2020 Time: 10:30 a.m., Central Time Location: Zebra Technologies Corporation Three Overlook Point Lincolnshire, Illinois 60069 Record Date: March 20, 2020 Agenda and Voting Recommendations Voting Matters and Recommendations Board More Proposal Recommendation Reasons for Recommendation Information Proposal 1 – Election of three Class III FOR The Board and the Nominating and Governance Page 25 directors with terms expiring in 2023 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. Proposal 2 – Advisory vote to FOR The Board and the Compensation Committee Page 61 approve Named Executive Officers’ believe our executive compensation structure is compensation aligned with our stockholders’ interests and current market practices, and that it reflects our commitment to pay for performance. Proposal 3 – Approval of our 2020 FOR The Board and the Compensation Committee Page 62 Employee Stock Purchase Plan believe our 2020 Employee Stock Purchase Plan allows our employees to easily purchase our stock, thereby aligning the interests of our employees with those of our stockholders.
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