UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
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 | |
Definitive Proxy Statement | |
Definitive Additional Materials | |
Soliciting Material |
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 | ||
No fee required. | ||
Fee paid previously with preliminary materials. | ||
Fee computed on table | ||
Dear
Stockholder
April 5, 20191, 2022
On behalf of the Board of Directors, I would like to thank you for your continued investment in Zebra Technologies. It is my privilege to serve as Zebra’s Independent Chair.
In 2021, Zebra celebrated the 30th anniversary of its initial public offering. Since the offering, Zebra’s stock has significantly outperformed the broader markets. I am proud of the extraordinary success and sustained growth Zebra has achieved through the focused execution of its Enterprise Asset Intelligence vision over the past several years of enabling every asset and worker to be visible, connected, and fully optimized so that our customers can gain a performance edge.
This past year, Zebra continued to extend its lead in the industry through strategic acquisitions and new solutions that enable customers to digitize and automate their operations in the increasingly on-demand economy. Zebra released its first fixed industrial scanning and machine vision solutions while also acquiring Adaptive Vision, a graphical machine vision software developer, to advance the offering. Additionally, the acquisitions of Fetch Robotics, a provider of autonomous mobile robot solutions for customers in manufacturing and distribution, and antuit.ai, a provider of artificial intelligence-powered demand forecasting solutions for retailers and consumer packaged goods companies, have further elevated Zebra’s solutions portfolio.
We continued making significant progress on our corporate social responsibility initiatives, including our climate, resource conservation and human capital management priorities. We committed to pursue carbon emissions reduction targets, which we have submitted to the Science-Based Targets Initiative (SBTi) for approval. Our circular economy program continued to evolve and facilitates reducing the environmental impact of standard product lifecycles. We also expanded our inclusion and diversity efforts by introducing inclusion and diversity goals for all our people leaders, launching learning tools and resources and setting aspirational program goals to increase the representation of women and ethnic and racial minority groups.
The Board is committed to ensuring we have directors who collectively provide a diverse breadth of experience, knowledge and skills to represent the interests of stockholders, and who provide effective oversight and support management’s execution of our long-term strategy. We have added two new independent directors from diverse backgrounds in the past two years, most recently with the addition of Nelda Connors in February 2022. Ms. Connors brings over 25 years of valuable technical and operating experience in global manufacturing and diversified industrial companies with highly technical products and services, as well as extensive public company board governance experience, to our Board.
The Board is committed to strong governance that facilitates long-term value creation. We make continuing ESG-focused engagement with our stockholders a high priority at Zebra, providing our Board and management with a direct line of communication to our stockholders. In response to stockholders’ feedback, we have made enhancements to our practices, including adopting a proxy access by-law and increasing the mix of performance-vested restricted stock awarded to Executive Officers in our long-term equity compensation program. In addition, this past year we made a number of enhancements to our corporate social responsibility disclosures, including publishing our consolidated EEO-1 report, an inaugural report in alignment with the Sustainability Accounting Standards Board as well comprehensive carbon emissions data to CDP. All of this information can be found on our Corporate Social Responsibility webpage.
I would like to thank our stockholders, our employees, customers and business partners for their continued support and contributions to Zebra’s success. Our future is as bright as ever. I am confident that Zebra will continue to build upon its positive momentum with the Board of Director’s active involvement and support.
Sincerely,
Michael A. Smith
Chair of the Board
April 1, 2022
Please join us for the Zebra Technologies Corporation 20192022 Annual Meeting of Stockholders. We will hold the meetingStockholders (the “Annual Meeting”) on Thursday, May 12, 2022 at 10:30 a.m., Central Time,Time. The Annual Meeting will be conducted solely by remote communication, in a virtual only format. This decision was made in light of concerns related to the spread of COVID-19 and to support the health and wellbeing of the Company’s stockholders, employees and directors. Stockholders will not be able to attend the Annual Meeting in person. You may attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2022. Only stockholders of record as of the close of business on Thursday, May 16, 2019,March 18, 2022 can participate at our headquartersthe 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 3 Overlook Point, Lincolnshire, Illinois 60069.
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,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 meetingAnnual Meeting and follow this letter.
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. We believe that the e-proxy process expedites stockholders’ receipt of proxy materials and reduce the costs and environmental impact of our Annual Meeting of Stockholders. On April 5, 2019, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2018, as well as instructions regarding how to receive paper copies of these documents if you prefer.
Your vote on the matters to be considered at the annual meetingAnnual Meeting is important, regardless of the size of your holdings. Whether or not you plan to attendvirtually view or participate in the meeting,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, and date and return by mail. By voting in advance of the meeting,Annual Meeting, you can ensure your shares will be represented and voted at the meeting,Annual Meeting, and you will spare Zebra the expense of a follow-up mailing. Even if you vote before the meetingAnnual Meeting, you may still attend the meetingAnnual Meeting via the internet at www.virtualshareholdermeeting.com/ZBRA2022 and submit questions and vote in person.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,
Anders Gustafsson
Chief Executive Officer
Virtual Meeting Information
MAY 16, 201912, 2022
10:30 a.m., Central Time
Zebra Technologies CorporationThree Overlook PointLincolnshire, Illinois 60069(847) 634-6700Virtual Meeting Website: www.virtualshareholdermeeting.com/ZBRA2022
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 16, 2019, at our headquarters at 3 Overlook Point, Lincolnshire, Illinois 60069,12, 2022. You can attend the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ZBRA2022. We will have no physical location for the Annual Meeting in light of concerns related to the spread of COVID-19. The Annual Meeting will be held for the following purposes:
To elect three Class II directors with terms to expire in 2025;
To hold an advisory vote to approve the compensation of our Named Executive Officers;
To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022; and
To conduct other business if properly presented.
The proxy statementProxy Statement more fully describes the proposals. Only holders of record of common stock at the close of business on March 22, 201918, 2022 are entitled to vote at or otherwise participate in the meeting.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 1, 2022, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our 2022 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021, as well as instructions regarding how to receive paper copies of these documents.
Cristen Kogl
Corporate Secretary
Lincolnshire, Illinois
April 5, 2019
1, 2022
Review your proxy statement and vote in one of four ways:
| |||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 12, 2022: Our 2022 Proxy Statement and 2021 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. |
Corporate Governance | |
of Contents
Zebra TechnologiesCorporation | 5 |
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.
2022 Annual Meeting of Stockholders | ||
Date: | May 12, 2022 | |
Time: | 10:30 a.m., Central Time | |
Virtual Meeting Website: | www.virtualshareholdermeeting.com/ZBRA2022 | |
Record Date: | March 18, 2022 | |
Agenda and Voting Recommendations
Voting Matters and Recommendations
Proposal | Board Recommendation | Reasons for Recommendation | More Information |
Proposal 1 — Election of three Class II directors with terms expiring in 2025 | FOR | 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 27 |
Proposal 2 — Advisory vote to approve Named Executive Officers’ compensation | FOR | The Board and the Compensation 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 73 |
Proposal 3 — Ratify the appointment of Ernst & Young LLP as our independent auditors for 2022 | FOR | Based on the Audit Committee’s assessment, the Board and the Audit Committee believe that the appointment of Ernst & Young LLP is in the best interests of the Company and its stockholders. | Page 76 |
Proposal 1 ElectionAs part of Directorsour efforts to continuously improve our governance practices, enhance the readability of our Proxy Statement and respond to stockholder feedback, we have updated our disclosures, in particular those relating to our corporate social responsibility initiatives. This year’s key updated disclosures primarily include:
Enhancing director diversity disclosure (see Board Composition on page 28) | Adding disclosure about our annual stockholder engagement cycle (see Stockholder Engagement on page 22) | |
Enhancing disclosure on the responsibilities of the committees of the Board (see Committees of the Board on page 36) | Updating disclosure on our corporate social responsibility initiatives (see Corporate Social Responsibility on page 23) | |
Increasing the CEO’s holding requirements under our Stock Ownership Guidelines (see Stock Ownership Guidelines on page 25) | Increasing the percentage of performance-vested restricted stock in our long-term equity compensation program (see 2021 Long-Term Equity Incentive Awards on page 53) |
6 |
Business Performance | Acquisitions and Solutions Launches | Sustainability | Human Capital Management |
✔ Record net sales of $5,627 million, diluted earnings per share of $15.52, and net cash provided by operating activities of $1,069 million | ✔ Acquired Fetch Robotics, expanding our automation solutions offerings | ✔ Formally committed to pursue Science-Based Targets for 2030 in line with the Paris Climate Accord goal | ✔ Published 2020 EEO-1 data and committed to increase the representation of women and ethnic and racial minority groups |
✔ 54.9% share price increase, significantly outperforming both the S&P 500 and S&P 500 Information Technology indexes | ✔ Acquired antuit.ai, a provider of artificial intelligence powered demand forecasting solutions for retailers and consumer packaged goods companies | ✔ Published 2020 Sustainability Accounting Standards Board (SASB) report and 2021 Carbon Disclosure Project (CDP) report | ✔ Named a top workplace by a number of organizations in 2021, including Forbes, Chicago Tribune, ComputerWorld and Long Island Press among others |
✔ Added approximately 700 patents and patent applications, bringing the patent portfolio to over 6,000 patents and patent applications worldwide | ✔ Launched our first fixed industrial scanning and machine vision solutions and acquired Adaptive Vision to advance our offering | ✔ Recognized for strong ESG practices including the Sustainability Service of the Year award from the Business Intelligence Group for our Circular Economy Program, and a Green Supply Chain Award from Supply & Demand Chain Executive | ✔ Executive leadership sponsored eight employee-led inclusion groups for women, various ethnicities, LGBTQ+, veterans, employees advocating for accessibility for people of all abilities, and a group geared towards Millennial and Gen Z early career professionals |
* $100 invested on 12/31/16 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright © 2022 Standard and Poor's, a division of S&P Global. All rights reserved.
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 7 |
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 15, 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 | ||
✔ Eight of our nine directors are independent | NEW | ✔ Implemented proxy access by-law |
✔ 33% of our Board is gender diverse and 22% of our Board is ethnically diverse | ✔ Majority voting in uncontested director elections | |
✔ Board comprised of directors with a diverse mix of skills, experience and perspectives | ✔ No dual class of stock or controlling stockholder | |
✔ Active Board refreshment, which resulted in the addition of two new directors in the past two years | ✔ Our Insider Trading Policy expressly prohibits hedging, pledging and short selling Zebra securities | |
✔ Separate Chair and CEO roles | NEW | ✔ Increased CEO stock ownership requirements under our robust Stock Ownership Guidelines, which are applicable to Executive Officers and non-employee directors |
✔ Independent Chair | ✔ No poison pill in place | |
✔ Independent standing Board committees | ✔ Annual “say-on-pay” advisory vote | |
✔ Regular executive sessions of independent directors | ✔ Robust stockholder engagement program | |
✔ Board and committee oversight of environmental, social and governance matters | ✔ Clawback Policy applicable to all Section 16 Officers and non-employee directors | |
✔ Annual individual director evaluations | ✔ Risk oversight by the Board and its committees | |
✔ Annual Board and committee self-evaluations | ✔ Director orientation and continuing educational programs | |
✔ Policy on directors’ outside public company board service | ✔ Use of outside experts, such as independent auditors, compensation consultants and financial advisors | |
✔ Regular Board review of executive succession planning and director refreshment |
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 8 |
In 2021, as part of our efforts to understand and be responsive to the views of our stockholders, we continued our robust stockholder engagement program, which was first initiated in 2019. Members of our management team and an independent member of our Board conducted outreach to our major stockholders and proxy advisory firms, and we engaged with them on a broad range of business strategy, governance, compensation, and environmental and social topics, including those listed below. For more information on our stockholder engagement program, see Stockholder Engagement on page 22.
Corporate Social Responsibility
Zebra’s corporate social responsibility (“CSR”) priorities support a sustainable business model and align with our values, core competencies and strategy. For more information on our CSR initiatives, see Corporate Social Responsibility on page 23.
Human Capital Management | ● Driving a high-performance, inclusive and diverse culture by setting aspirational diversity goals, introducing inclusion and diversity goals for all people leaders and launching inclusion learning tools and resources as well as inclusion networks ● Strive to consistently be the employer of choice in the communities where we work and live | |
Climate | ● Committed to science-based targets and carbon emissions reductions at Zebra sites and in our value chain ● Partnered with the U.S. Department of Energy’s Better Climate Challenge and the U.S. Environmental Protection Agency’s SmartWay freight transportation program to reduce carbon emissions ● Published 2021 Carbon Disclosure Project (CDP) report | |
Resource Conservation | ● Focus on sustainable product design, eco-packaging and waste reduction ● Circular economy product lifecycle innovations with certified refurbished devices | |
Governance | ● Board of Directors oversees risks and opportunities related to CSR ● Cross-functional Sustainability Council advances our CSR efforts, providing regular updates to the management team and Board |
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 9 |
The Board of Directors currently consists of eightnine directors. SevenEight of our directors are independent under NASDAQNasdaq listing requirements; the eighthninth director is Zebra’s CEO.Chief Executive Officer. Each of the director nominees currently serves as a director of Zebra.Zebra, including Ms. Nelda Connors who the Board elected to serve as a Class II director effective February 3, 2022 with a term to expire at the 2022 Annual Meeting. The Board of Directors believes that the current director nominees reflectand continuing directors have an appropriate compositionmix of knowledge, experience, skillsets, tenure and diversity to effectively oversee and constructively challenge the performance of management in the execution of Zebra’s strategy.
For more information…information, see Election of Directors on page 13.27.
Name | Age | Director Since | Primary Occupation | Independent | Committee Memberships | Current Other Public Directorships | ||||||
Class I Directors | ||||||||||||
Frank B. Modruson | 59 | 2014 | Former CIO, Accenture | AC | 1 | |||||||
Michael A. Smith | 64 | 1991 | Chairman of the Board, Zebra Technologies Chairman and Chief Executive Officer, FireVision LLC | AC (chair), CC, NGC (chair) | 0 | |||||||
Class II Directors | ||||||||||||
Anders Gustafsson | 58 | 2007 | Chief Executive Officer, Zebra Technologies | None | 1 | |||||||
Andrew K. Ludwick | 73 | 2008 | Private Investor | AC | 0 | |||||||
Janice Roberts | 63 | 2013 | Partner, Benhamou Global Ventures | CC | 3 | |||||||
Class III Directors | ||||||||||||
Chirantan “CJ” Desai | 48 | 2015 | Chief Product Officer, ServiceNow | CC | 0 | |||||||
Richard L. Keyser | 76 | 2008 | Retired Chairman Emeritus, W.W. Grainger, Inc. | CC (chair), NGC | 0 | |||||||
Ross W. Manire | 67 | 2003 | Retired President and CEO, ExteNet Systems, Inc. | AC, NGC | 1 |
AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee
Board Composition Snapshot
Name | Age | Director Since | Primary Occupation | Independent | Committee Memberships | Current Other Public Directorships |
Class I Directors | ||||||
Chirantan “CJ” Desai | 51 | 2015 | Chief Operating Officer, ServiceNow | ✔ | CC | 0 |
Richard L. Keyser | 79 | 2008 | Retired Chairman, W.W. Grainger, Inc. | ✔ | CC (Chair), | 0 |
Ross W. Manire | 70 | 2003 | Retired President and Chief Executive Officer, ExteNet Systems, Inc. | ✔ | AC (Chair), | 1 |
Class II Directors | ||||||
Nelda J. Connors | 56 | 2022 | Founder, Chairwoman and CEO, Pine Grove Holdings, LLC | ✔ | AC | 3 |
Frank B. Modruson | 62 | 2014 | President of Modruson & Associates, LLC and Former CIO, Accenture | ✔ | AC, NGC | 0 |
Michael A. Smith | 67 | 1991 | Chair of the Board, Zebra Technologies, Chairman and Chief Executive Officer, FireVision LLC | ✔ | AC, CC, NGC (Chair) | 0 |
Class III Directors | ||||||
Linda M. Connly | 56 | 2020 | Expert Partner, Bain & Company | ✔ | AC | 0 |
Anders Gustafsson | 61 | 2007 | Chief Executive Officer, Zebra Technologies |
| None | 1 |
Janice M. Roberts | 66 | 2013 | Partner, Benhamou Global Ventures | ✔ | CC | 2 |
AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee |
Proposal 2 Advisory Vote to Approve Compensation of Named Executive Officers
Zebra’s Board is composed of nine 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. For more information on Board Composition see page 28.
* One female director is also ethnically diverse.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 11 |
Compensation Program Highlights
Zebra is seeking your advisory vote to approve the compensation of our named executive officersNamed Executive Officers as disclosed in this proxy statement. For 2018,Proxy Statement. Stockholders continue to be supportive of our compensation program's structure and its alignment of pay with performance. This was conveyed by 87.77% of votes cast at Zebra’s 2021 Annual Meeting in support of say-on-pay. Further, based on feedback from our stockholders and following our annual review of all elements of the compensation program, our Compensation Committee did not make any changesincreased the percentage of performance-vested restricted stock to 60% of equity awarded to Executive Officers in Zebra’s executiveour long-term equity compensation practices. Atprogram as further discussed in 2021 Long-Term Equity Incentive Awards on page 53. Our Compensation Committee believes that the 2018 annual meeting, Zebra’s say-on-pay vote received approval by 96.79%current structure of our compensation program adequately aligns compensation with stockholders’ long-term interests, balancing profitability, growth and the votes cast for Zebra’s say-on-pay vote at that meeting.ability to attract and retain talent. For more information… CD&Ainformation on Zebra’s compensation program, see Compensation Discussion and Analysis, beginning on page 22.42.
WHAT WE DO | WHAT WE DON’T DO | |||
✔ | A significant portion of executive pay is at-risk because it is based on performance and ultimately may not be earned and paid out | ✘ | We expressly forbid option and stock appreciation rights repricing without stockholder approval | |
✔ | We align compensation with stockholder interests by linking incentive compensation to Zebra’s overall performance | ✘ | We expressly forbid exchanges of underwater options or stock appreciation rights for cash | |
✔ | We review competitive compensation data and individual performance when determining each Section 16 Officer’s compensation | ✘ | We do not provide significant perquisites | |
✔ | We have robust Stock Ownership Guidelines for our Section 16 Officers and non-employee directors | ✘ | We do not guarantee salary increases or non-performance- based bonuses | |
✔ | We require Section 16 Officers and non-employee directors to retain 50% of vested equity awards or exercisable stock appreciation rights until Stock Ownership Guidelines are met | ✘ | We do not offer excise tax gross-ups, except for our employment agreement with our Chief Executive Officer, which was entered into in 2007 | |
✔ | We consider, and attempt to mitigate, risk in our compensation program | ✘ | Our Insider Trading Policy expressly prohibits hedging, pledging and short selling Zebra securities | |
✔ | We use an independent compensation consultant | |||
✔ | We have “double-trigger” accelerated vesting of equity awards, which requires both a change in control and an involuntary termination | |||
✔ | We conduct an annual talent management review, including succession planning | |||
✔ | We have a Clawback Policy applicable to all Section 16 Officers |
2018
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 12 |
Our executive officersExecutive Officers are responsible for achievingdriving the Company’s achievement of its long-term strategic goals, and their compensation is weighted toward rewarding long-term value creation for stockholders.
Our emphasis on creating long-term stockholder value is best illustrated in the following charts, which show that long-term incentive compensation accounts for the largest percentage of the Named Executive Officers’ overall target compensation for 2018.2021. In addition, a majority of the Named Executive Officers’ compensation — consisting of target long-term and target short-term incentive compensation combined — is performance-based or “at risk.”
Proposal 3 Ratification of Appointment of Independent Auditors
Zebra is seeking your advisory vote to ratify Ernst & Young LLP as Zebra’s Independent auditors, more information on page 48.
Zebra TechnologiesCorporation |
We are providing you with these proxy materials in connection with the solicitation by Zebra’s Board of Directors of proxies for our 20192022 Annual Meeting of Stockholders. We will hold the annual meetingvirtual Annual Meeting at 10:30 a.m., Central Time, on Thursday, May 16, 2019,12, 2022. The Annual Meeting will be conducted solely by remote communication, in a virtual only format, which can be accessed at our headquarters at 3 Overlook Point, Lincolnshire, Illinois 60069.www.virtualshareholdermeeting.com/ZBRA2022. This decision was made in light of concerns related to the spread of COVID-19 and to support the health and wellbeing of the Company’s stockholders, employees and directors. Stockholders will not be able to attend the Annual Meeting in person.
In accordance with rules and regulations of the SEC,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 statementProxy Statement and the accompanying proxy card, notice of meeting, and annual reportAnnual 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 April 5, 20191, 2022 to all stockholders of record as of March 22, 2019,18, 2022, the record date.
This proxy statementProxy Statement contains important information regarding our annual meeting,Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and information about voting procedures. As used herein, “we,” “us,” “our,” “Zebra” or the “Company” refers to Zebra Technologies Corporation.
Zebra TechnologiesCorporation |
Zebra believes that strong corporate governance practices help create long-term value for our stockholders. Our key governance practices, detailed in the Proxy Summary on page 8, and policies, listed below, provide the framework for our corporate governance and assist the Board in fulfilling its dutyduties to stockholders. Our commitmentThe Board reviews (and if necessary, modifies) the below policies periodically to these policies is vital to ensuring Zebra is managed and monitored in a responsible and value-driven manner.ensure they reflect sound corporate governance practices.
Policy |
Selecting Nominees for the Board
How We Find Potential Directors The Nominating and Governance Committee of our Board of Directors is responsible for identifying individuals who are qualified to serve as directors and for recommending firms as well as organizations that provide diverse candidates. Consideration of potential Board members What We Look for in Potential Directors
We are committed to ensuring that the Board is comprised of directors who collectively provide a diverse breadth of experience, knowledge and skillsets to represent the interests of stockholders and provide effective oversight and support management’s execution of our long-term strategy. The Nominating and Governance Committee establishes and periodically reviews criteria for Board membership, as further discussed in Board Composition on page 28. We believe that Board candidates must exhibit certain minimum professional experience of Board candidates, as well as the independence of Board candidates. Each year the Nominating and Governance Committee reviews the performance of current ● represents stockholder interests in deliberations before the Board and its committees, ● attends meetings regularly, ● keeps abreast of Zebra’s business and strategy, and the industry in general, ● prepares effectively for meetings with Board members and senior management, ● communicates effectively at Board and committee meetings and with senior management, ● supports the deliberative process as a team member (e.g., is courteous, respectful and constructive), ● challenges the Board and senior management to set and achieve goals, and ● possesses special characteristics that contribute to effectiveness as a Board member. The Nominating and Governance Committee seeks to have a Board composed of directors with diverse backgrounds and qualifications that provide a composite mix of experience, knowledge and skillsets that will allow the Board to fulfill its responsibilities. Although the Board does not have a specific diversity policy, the experience and skillset of each Board candidate progresses the Company’s strategic objectives and complements those of fellow candidates and members of the Board to create a balanced Board with diverse viewpoints and deep expertise. The Board does not endorse a mandatory retirement age, term limits or automatic re-nomination to serve as a director.
Board, Committee and Director Evaluations The Board believes that Board and committee ● prioritizing diversity in our director searches, ● prioritizing board refreshment, ● adding additional executive sessions of the Board in which the independent directors meet without management present, ● allocating more Board meeting time to strategy and talent, ● increasing our directors’ exposure to employees below the executive officer level by meeting with these employees outside of Board and committee meetings, and ● improving our Board onboarding process and ensuring our new directors are informed about Zebra’s business, industry, strategy, corporate governance practices and the roles and responsibilities of Zebra’s directors. See Director Onboarding and Development on page 19 for additional information. The results of the 2021 Board and committee self-evaluations and individual director evaluations confirmed the Board’s belief that the Board and its committees are currently operating effectively. Under our Corporate Governance Guidelines and Under our Corporate Governance Guidelines, the Board may be led by an independent The Board has determined that it is in the best interest of the Company at this time to separate the positions of the Chair and Chief Executive Officer. The Board believes that separating the positions of the Chair and Chief Executive Officer allows our Chief Executive Officer to focus on facilitating strong executive leadership as well as on the day-to-day operational, financial and performance matters necessary to operate Zebra’s business while allowing the Chair to focus on leading the Board in providing independent oversight of management. Michael Smith has served as an independent director since 1991 and as our independent
In his capacity as Chair of the Board, Mr. Smith’s duties include, but are not limited to, the following:
The Board and its committees regularly meet in executive session with and without the During 2021, our Board of Directors met eight times. All directors attended 75 percent or more of the meetings of our Board and the standing committees on which they served in 2021. Barring unforeseen circumstances, Zebra expects all directors to attend noticed meetings of the Board and the standing committees on which they serve as well as the Annual Meeting of Stockholders. The full Board attended the 2021 Annual Meeting.
Limitation on Service on Other Boards The Corporate Governance Guidelines limit Director Onboarding and Development The Nominating and Governance
Management Development and Succession Planning Our Board acts as an
| Zebra Technologies Corporation ❘ 2022 Proxy Statement | 19 |
The goal of our risk-management program is to provide reasonable assurance that a controllable risk will not have a material or significant adverse effect on Zebra. As set forth in our Corporate Governance Guidelines, the Board is responsible for the oversight of risk management. This responsibility is discharged primarily through the Audit Committee.
BOARD OF DIRECTORS | ||||
Oversees Major Risks | ||||
The Board oversees risks facing Zebra, including market, strategic, operational, reporting, security and privacy, and legal and compliance risks, as further discussed below. Further, the Board oversees risks and opportunities in connection with Zebra’s corporate social responsibility initiatives and related disclosures as further discussed in Corporate Social Responsibility on page 23. The Board’s leadership structure supports its risk oversight function by having separate independent Chair and Chief Executive Officer roles, independent Board committees, as well as the committees’ active participation in risk oversight and open communication with management. The Board’s oversight responsibility is discharged in part through the committees of the Board. | ||||
AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE | ||
Primary Risk Oversight | Primary Risk Oversight | Primary Risk Oversight | ||
● Oversees the Company’s risk management process and receives regular reports from internal audit. ● Oversees risk related to compliance, accounting and financial reporting, internal controls, related party transactions, information technology and cybersecurity. ● Oversees the management of the internal audit function. | ● Oversees risks related to our compensation policies and practices as well as performance management and talent management processes. | ● Oversees risks related to the Company’s governance practices as well as the composition of the Board and committees of the Board, director independence, Board performance and refreshment. | ||
MANAGEMENT | ||||
Key Risk Responsibilities | ||||
Management is responsible for day-to-day risk management activities, including proactively identifying, assessing, prioritizing, managing and mitigating enterprise risks, and the Board, as set forth in our Corporate Governance Guidelines, is responsible for the oversight of risk management. Management keeps the Board informed of the Company’s material risks by providing the Board and its committees, as applicable, with reports pertaining to risk identification, management and mitigation strategies. |
The Audit Committee, receives regular reports from internal audit and from a risk committee made up of management employees regarding the identification and management of risk in our businesses. The Audit Committee is also responsible for the oversight of risk specifically related to information technology. The Compensation Committee is responsible for the oversight of risk related to our compensation policies and practices.
The Audit CommitteeNominating and the CompensationGovernance Committee report regularly to the Board regarding their oversight roles, and the Board regularly discusses significant risks facing Zebra. Management categorizes identified risks for more efficient analysis as follows:
market risks include geo-political, economic environment, competitive landscape, disruptive technologies, insurance and currency/ foreign exchange rates;
strategic risks include succession planning, corporate governance, human capital management, mergers and acquisitions, business continuity and strategic vision;
operational risks include product & solutions development, procurement, manufacturing, logistics, distribution, sales, service execution, environmental, sustainability and workplace safety;
reporting risks include tax, accounting and financial reporting, liquidity, corporate social responsibility reporting, and risks surrounding information technology governance, infrastructure and application management;
security and privacy risks include cybersecurity, Zebra product and software security, data privacy and physical security; and
legal and compliance risks include international trade, anti-bribery, product compliance, intellectual property, international laws and regulations and litigation.
Management identifies top risks affecting Zebra and assesses these identified risks that may be controlled by looking at the potential impact on Zebra, the likelihood of occurrence and Zebra’s level of risk exposure. Management cannot control market risks like general economic conditions, but these risks are evaluated against Zebra’s activities to manage our exposure.
Oversight of Cybersecurity and Privacy Risks
Zebra’s Audit Committee is responsible for risk oversight related to cybersecurity. In connection with this oversight, the Audit Committee monitors the quality and effectiveness of Zebra’s cybersecurity program covering security of its internal information technology systems and its products and solutions as well as Zebra’s cyber incident response plan and resources. Further, Zebra has a robust information security management system supported by a comprehensive set of policies that directly align with ISO27001 and are supported by SOC2 reports for certain parts of our business. Management also briefs the Audit Committee on cybersecurity matters quarterly and the full Board as necessary. As part of Zebra’s cybersecurity program, Zebra conducts periodic training about cybersecurity with employees and the Board. This training includes annual training on general cybersecurity concepts, along with educational opportunities that include real-life simulation and/or “tabletop exercises.” Zebra also conducts an annual privacy and security summit with key internal stakeholders that involves training and information sessions conducted by employees and by third parties. Additionally, cybersecurity and privacy considerations are a key part of our product design, and we regularly stress-test for security vulnerabilities leveraging internal and external resources.
Oversight of Risks Arising Out of Zebra’s Compensation Policies and Practices
Risks arising out of Zebra’s compensation policies and practices may, depending on the actions or behavior encouraged, be categorized as strategic, operational, financial,reporting, security and privacy or legal and compliance risks. Management conducts an annual assessment of the risks arising out of Zebra’s compensation policies and practices. Management reviewedreviews each significant element of compensation for the purpose of determining whether that element—including any related performance goals and targets—encourages identifiable risk-taking behavior and whether any identified risks could have a material adverse effect on Zebra. As part of this review, management considers whether our compensation plan isplans are designed to mitigate or cap risk, including features such as compensation caps under the Zebra Incentive Plan. In February 2018,2021, management reviewed base salaries, the 20182021 Zebra Incentive Plan and equity awards granted under the 2015 Long-Term Incentive Plan and 2018 Long-Term Incentive Plan. Based on this review, management prepared a report and discussed with the Compensation Committee its determination that our policies and practices are not reasonably likely to have a material adverse effect on Zebra.
Management and Oversight of Risks Resulting from the COVID-19 Pandemic
In addition to our regular risk management practices, in 2021, Zebra’s management continued to execute on our business continuity plans and the Board focused on overseeing risk management associated with the Company’s response to the COVID-19 pandemic. Zebra’s activities included mitigating operational, employee, health and safety, supply and logistics, economic and other risks to our business associated with COVID-19. Management formed a cross-functional team to continuously monitor COVID-19 developments, assess the impacts on Zebra’s business and provided regular briefings to the Board. Through regular briefings from management, the Board actively engaged in overseeing Zebra’s response to COVID-19 and related marketplace impacts. The Board monitored the impact on Zebra’s financial position and operations, and considered the implementation of Zebra’s business continuity plan along with the nature and adequacy of Zebra’s responses to COVID-19, including, but not limited to, health safeguards, employee wellbeing and support for our customers and other stakeholders. The Board continues to work closely with management on COVID-19 related risks and to oversee the Company’s execution of business continuity plans, return-to-office strategies and related risk mitigation strategies.
Zebra TechnologiesCorporation |
Our stockholders’ insights and feedback are important elements of our Board and management’s decision-making process. Throughout the year, members of management and the Board seek stockholder feedback to obtain a better understanding of our stockholders’ views.
In 2021, we continued our robust stockholder engagement program, and members of our senior management and Chair of the Board reached out to stockholders who in the aggregate held approximately 50% of our stock outstanding. We ultimately engaged with stockholders representing approximately 22% of our outstanding stock. In these meetings, we discussed:
general updates to Zebra’s business and execution of our strategy;
progress on Zebra’s environmental and social initiatives and related disclosures, including our diversity and inclusion initiatives and programs, human capital management efforts and disclosures, carbon emissions disclosures, our commitment to disclose in December 2021 a report aligned with the Sustainability Accounting Standards Board (“SASB”) framework and to provide our Employment Information Report (“EEO-1”) data;
our governance practices and changes we made earlier in the year, including board refreshment and diversity as well as the implementation of our proxy access by-law; and
compensation practices, including the decision to increase the percentage of performance-vested restricted stock awards to 60% of equity awarded to Executive Officers in our long-term equity compensation program.
In these discussions, several common themes emerged:
We have continued to receive positive feedback on the work we have done to position our business for success and stockholders were pleased with our operational execution to date;
Stockholders appreciated that we have continued to evolve our approach to environmental and social initiatives and related disclosures, and that we are meeting our disclosure commitments;
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 22 |
Stockholders expressed that they were pleased with the progress we have made on Board and committee refreshment and diversity and encouraged us to continue to bring diverse perspectives into the boardroom; and
Stockholders shared their views on best practices on executive compensation. Stockholders continue to be supportive of our compensation program’s structure and its alignment with our strategy, as well as Zebra’s decision to eliminate the use of stock appreciation rights and to increase the mix of performance-vested restricted stock to 60% of equity awarded to Executive Officers in our long-term equity compensation program as further discussed in 2021 Long-Term Equity Incentive Awards on page 53.
Through our engagement efforts, we were able to gain valuable feedback that has helped to inform our business practices and strategic decision making. All feedback was reviewed and discussed with the Nominating and Governance Committee, and the Nominating and Governance Committee reported on such feedback to the full Board. We intend to continue our stockholder outreach program to evolve our practices to best meet the needs of the Company and its stakeholders.
Corporate Social Responsibility
At Zebra, as a responsible corporate citizen, we are committed to a sustainable business that will benefit our stakeholders. We are focused on advancing our efforts across human capital management, climate and resource conservation, with objectives that align with our business model and strategy. Additional information on our corporate social responsibility (“CSR”) initiatives is available on Zebra’s website at http://www.zebra.com under “Corporate Social Responsibility.”
Our Board of Directors oversees risks and opportunities related to Zebra’s CSR initiatives as well as related disclosures. Zebra has established a cross-functional Sustainability Council with executive oversight to advance our CSR initiatives and reporting. Our Sustainability Council provides CSR program oversight, coordination of goals, and ensures accurate and centralized internal and external reporting. The Sustainability Council reports to Zebra’s Board quarterly on our CSR initiatives and related reporting.
We are a member of the Responsible Business Alliance, formerly known as Electronic Industry Citizenship Coalition. We have ongoing programs to ensure responsible sourcing, focusing on supplier engagement, training, awareness, human capital management and conflict minerals due diligence compliance programs. Zebra performs rigorous onsite audits of our Tier I suppliers on a routine basis and Tier II suppliers on an ad hoc basis. Zebra’s supply chain team also holds regular reviews with suppliers to monitor performance.
Zebra does not have a political action committee and typically does not endorse political candidates or make political contributions. Zebra’s Code of Conduct requires that any Company contributions be pre-approved by our Chief Legal Officer, General Counsel & Corporate Secretary.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 23 |
Zebra’s human capital management initiatives aim to cultivate a high-performance culture that is inclusive and diverse and positions Zebra as the employer of choice in the communities where we work and live. Zebra’s Sustainability Council includes updates on Zebra’s human capital management initiatives and related disclosures in its quarterly CSR report to the Board, including employee inclusion and diversity, employee benefits and training, and corporate philanthropy and volunteerism. In addition, management annually reports to the Board and Compensation Committee on performance and talent management and succession planning of our senior management.
We believe that our strong Company culture is a key enabler of our success. The values of accountability, integrity, teamwork, agility, and innovation are central to our culture and how we operate and work together. We take proactive steps to ensure that this culture continues to permeate throughout our organization. Employee engagement within the Company is consistently high with the most recent employee engagement survey results scoring above relevant benchmarks for technology companies. We prioritize communication and transparency with our employees and seek to continually enhance our processes for engagement with all levels of our workforce.
We provide many employee development opportunities, starting with our robust onboarding process. Our Zebra Education Network, an online learning platform, offers a wide variety of learning and development resources such as formal learning courses, cross-functional development experiences as well as tools for mentoring and career shadowing. We also offer annual training and certification programs. Additionally, on an annual basis, we conduct a comprehensive talent review to assess our leadership pipeline and align on the skills we need to proactively develop employees for the future. This annual exercise is complemented by quarterly sessions with management to ensure we are making progress toward our critical talent development efforts throughout the year.
We believe a diverse workforce and an inclusive culture foster our innovation and enhance our differentiation as an employer. We have an Inclusion & Diversity Advisory Council comprised of senior management and employees from across the organization to oversee our strategy and champion our efforts. In 2021, we continued to expand our inclusion and diversity efforts by launching our Inclusion Champions program, which is comprised of employees who help to support key inclusion and diversity objectives and act as role models for inclusive behaviors. We also launched additional inclusion and diversity learning tools and resources, including discussion forums and on-demand learning geared specifically on allyship. Further, we introduced inclusion and diversity goals for all people leaders and strongly encouraged all employees to create inclusion and diversity goals. In addition, we have a number of employee-led inclusion groups, each of which is sponsored by one or more members of our senior management. We have collaborated with some of our inclusion groups to offer structured mentorship programs to focus on developing diverse talent.
Zebra has also set aspirational program goals, striving to increase the representation of women and ethnic racial minority groups, including in leadership roles. To support these goals, we create a diverse slate of candidates wherever possible, with additional emphasis on our director level roles and above. We have also established talent acquisition partnerships with organizations that assist in attracting diverse talent to enhance our recruitment efforts and increase our access to diverse talent.
Zebra’s climate initiatives are focused on reducing carbon emissions. In our operations, we are pursuing clean energy sourcing projects and energy reduction initiatives, while collaborating with suppliers and customers to reduce carbon emissions throughout our value chain. We joined the U.S. Department of Energy’s (“DOE”) Better Climate Challenge to significantly reduce carbon emissions. Given the high degree of complexity associated with long-term climate-related risk scenario analysis, Zebra collaborated with scientists at the DOE to gain better insights and understanding of climate-related risks over the long-term. We also committed to energy intensity reduction at Zebra sites in partnership with the DOE’s Better Plants program. In addition, we joined the U.S. Environmental Protection Agency’s SmartWay program to drive best practices in reducing transportation-related carbon emissions. Zebra’s Sustainability Council includes updates on Zebra’s climate initiatives and related disclosures in its quarterly CSR report to the Board, and also informs the Board of any climate-related risks.
In furtherance of its commitment to ambitious climate action, Zebra recently joined the Science Based Targets initiative (“SBTi”), a coalition formed by the Carbon Disclosure Project (“CDP”), the United Nations Global Compact, the World Resources Institute (“WRI”) and the World Wide Fund for Nature (“WWF”) to define and promote best practices in science-based target setting and aid in the transition to the low-carbon economy.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 24 |
Zebra’s resource conservation initiatives include, but are not limited to, sustainable product design, eco-packaging, waste reduction, and circular economy product innovation with certified refurbished devices. We have initiatives to address landfill reduction, sustainable products and packaging, as well as to evolve our circular economy offerings with certified refurbished products for reuse and rental. Zebra’s Sustainability Council includes updates on Zebra’s resource conservation initiatives and related disclosure in its quarterly CSR report to the Board, and also informs the Board of any risks related to resource conservation.
Zebra’s Green Product Council helps to drive sustainable products and packaging initiatives. We utilize Lean Six Sigma tools to jointly develop manufacturing processes with our suppliers and drive continual improvement through smart digitization to reduce both waste and cost. For certain of our products that are eligible, we have obtained sustainability ecolabel certification for differentiating our offerings. In 2021, we also launched a cloud-connected label printer featuring compostable supply cartridges made of potato starch.
In addition, the ruggedized design of Zebra’s purpose-built enterprise-grade devices and our bundled service and security plans allow enterprise customers to extend the lifecycle of their devices, while our Circular Economy program facilitates refurbishment and reuse of our mobile computers. In 2021, the Business Intelligence Group recognized the Zebra Circular Economy Program with a Sustainability Service of the Year award.
In May 2021, we updated our Stock Ownership Guidelines to increase the Chief Executive Officer’s multiple of pay requirement from 5x to 6x annual base salary, to remove the number of shares requirement so that stock ownership is measured as a multiple of pay, and to account for Executive Officer title changes. Zebra’s Stock Ownership Guidelines for Executive Officers and non-employee directors impose the following stock ownership requirements:
Covered Participant | Multiple of Pay |
Chief Executive Officer | 6x annual base salary |
Executive Vice President Executive Officers | 4x annual base salary |
Section 16 Officers | 3x annual base salary |
Senior Vice President Executive Officers | 1x annual base salary |
Non-Employee Directors | 5x annual board cash retainer |
Related-Party TransactionsNon-employee directors and covered Executives have five years after becoming subject to the Stock Ownership Guidelines to satisfy the applicable threshold ownership level. Until that ownership requirement is attained, non-employee directors and covered Executives must retain 50% of their after-tax shares acquired upon exercise or vesting of an equity award. The Stock Ownership Guidelines are available on our website at http://www.zebra.com under “Investors-Governance-Governance Documents.”
In February 2022, the Compensation Committee reviewed compliance with the Stock Ownership Guidelines as of December 31, 2021 for all non-employee directors and Executive Officers. Each of Zebra’s Executive Officers and non-employee directors satisfied the applicable stock ownership level. Ms. Nelda Connors was not included in the Stock Ownership Guidelines analysis because she joined the Board after December 31, 2021.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 25 |
Zebra’sBack to Contents
In October 2019, the Audit Committee adopted a revised Related Party Transactions Policy that aligns with current best practices and tracks the language of applicable regulations. The Related Party Transactions Policy applies to any transaction arrangementwhere Zebra is a participant, the aggregate amount involved may exceed $120,000, and a related party has a direct or relationship in which Zebra and any related person are parties.indirect material interest. For this purpose, a “related person”party” is aany director, or executive officer, any beneficial owners of five percent or more of Zebra’s voting securities, and their immediate family members, as well as entities in which a director, executive officer or immediate family memberrelated party is a partner or has a 10% or greater beneficial interest, and beneficial owners of more than 5% of our common stock and their immediate family members.
interest. Zebra’s Related Party Transactions Policy is posted on http://www.zebra.com under “Investors-Governance- Governance Documents.”
Our Chief Legal Officer, General Counsel & Corporate Secretary and Audit Committee administer the Related Party Transactions Policy. Anyone seeking to engage in a potential related party transaction must provide the Chief Legal Officer, General Counsel & Corporate Secretary with all relevant information concerning the transaction. If the Chief Legal Officer, General Counsel & Corporate Secretary determines that a proposed transaction is a related-party transaction and thus is subject totriggers further review under the policy, then the Chairman of the Audit Committee or the full Audit Committee will review the proposed transaction to determine if it should be approved. The Related Party Transactions Policy, providesthe Chief Legal Officer, General Counsel & Corporate Secretary will provide all material information regarding the transaction to the Audit Committee to review and approve, ratify or disapprove. If the Audit Committee determines that the approval or ratification of the transaction should be considered by all of the disinterested members of the Board of Directors, disinterested directors would review the transaction and, if appropriate, approve or ratify it by a majority vote of disinterested directors. The Audit Committee will consider all relevant available facts and circumstances, shouldincluding:
the size of the potential transaction and the amount payable to the related party;
the nature of the related party’s interest in the transaction;
whether the transaction involves a conflict of interest;
whether the transaction was undertaken in the ordinary course of business on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances;
whether Zebra was notified about the transaction before its commencement, and if not, why pre-approval was not sought and whether subsequent ratification would be considered, including: (i) the benefitsdetrimental to Zebra; (ii)
the impact on a director’s independence in cases where the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, stockholder or executive officer; (iii) independence;
the availability of other sources for comparable products or services; (iv)
the benefit to Zebra and its stockholders; and
any other information regarding the transaction or related person’s interestparty that would be material to investors in the transaction; (v) the termslight of the transaction;circumstances.
Notwithstanding the foregoing, transactions specifically excluded by the instructions to Item 404(a) of Regulation S-K, the Securities and (vi) the terms available to unrelated third parties or to employees generally.
Exchange Commission’s related person transaction disclosure rule, are not considered related party transactions under our Related Party Transactions Policy. However, such transactions may require approval under other applicable policies.
At the end of each fiscal quarter, we conduct a related party survey that requires each director and executive officer to identify (a)(i) all related parties, which includes family members and entities in which such director, executive officer or any family member has an ownership interest or for which such director, executive officer or any family member serves as a director or officer, and (b)(ii) any transactions between Zebra and such related parties. Zebra has not been a participant in a transaction in fiscal 2021 in which any related party of Zebra had or will have a direct or indirect material interest, as contemplated by Item 404(a) of Regulation S-K.
Zebra maintains a compliance hotline and website to provide a confidential means for employees or other interested individuals to communicate concerns to management or the Board of Directors, including concerns regarding accounting, internal controls or audit matters and compliance with laws, regulations, Company policies or the Code of Business Conduct. Our Chief Compliance Officer reports regularly to the Audit Committee on our Compliance and Ethics Program, including information about the communications received via the compliance hotline and website.
Any stockholder who would like to contact our Board of Directors may do so by writing to our Chief Legal Officer, General Counsel & Corporate Secretary at Three Overlook Point, Lincolnshire, Illinois 60069. Communications received in writing will be distributed to the appropriate members of the Board, depending on the content of the communication received.
Zebra TechnologiesCorporation |
TheZebra’s Board of Directors currently consists of eightnine directors. SevenEight of our directors are independent under NASDAQNasdaq listing requirements; the eighthninth director is Zebra’s CEO. EachChief Executive Officer. The Board, based on the recommendation of the nomineesNominating and Governance Committee, nominated Nelda J. Connors, Frank B. Modruson and Michael A. Smith to stand for election at the 2022 Annual Meeting of Stockholders. Each nominee currently serves as a director of Zebra.
Zebra, including Ms. Connors who the Board elected to serve as a Class II director effective February 3, 2022 with a term to expire at the 2022 Annual Meeting.
Our Board of Directors is divided into three classes with staggered three-year terms. Every year we elect one class. We are asking stockholders to re-elect our twothree Class II directors, whose terms expire this year. If elected, Nelda J. Connors, Frank B. Modruson and Michael A. Smith will serve for a three-year term expiring at the 2022 annual meeting2025 Annual Meeting and until their successors are elected and qualified.
BothAll of the nominees have consented to stand for election and to serve if elected. However, if at the time of the annual meetingAnnual Meeting any nominee is unable or declines to serve, the individuals named in the proxythis Proxy Statement will, at the direction of the Board, of Directors, either vote for the substitute nominee or nominees recommended by the Board, or vote to allow the vacancy to remain open until filled by the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF NELDA J. CONNORS, FRANK B. MODRUSON AND MICHAEL A. SMITH TO SERVE AS CLASS II DIRECTORS OF ZEBRA. |
The following table sets forth information regarding the qualifications and biographical information of nominees for Class II Directorsdirectors and the remainingcontinuing directors.
Zebra TechnologiesCorporation |
Zebra’s Board is composed of nine highly qualified directors whose experience, skillsets and tenure complement those of fellow Board members to create a balanced Board with diverse viewpoints and deep expertise. In addition to the personal characteristics that the Nominating and Governance Committee believes are necessary for all directors, which are described in Selecting Nominees for Class IIthe Board on page 16, the below Director Skills chart highlights certain skillsets of our director nominees and continuing directors that the Nominating and Governance Committee believes are necessary for the Board to adequately perform its oversight functions. The Nominating and Governance Committee does not assign specific weights to any of these skillsets, nor does the Director Skills chart reflect all of the attributes possessed by any one director or the Board as a whole. Further information on each director nominee’s and continuing director’s qualifications and relevant experience is provided in the individual biographical descriptions below.
Board Diversity (as of April 1, 2022) | ||||
Total Number of Directors | 9 | |||
| Female | Male | Non-Binary | Did Not Disclose Gender |
Gender Identity | ||||
| 3 | 6 | 0 | 0 |
Demographic Background | ||||
African American or Black | 1 | 0 | 0 | 0 |
Alaskan Native or Native American | 0 | 0 | 0 | 0 |
Asian | 0 | 1 | 0 | 0 |
Hispanic or Latinx | 0 | 0 | 0 | 0 |
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 |
White | 2 | 5 | 0 | 0 |
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 |
LGBTQ+ | 0 | |||
Did Not Disclose Demographic Background | 0 |
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 28 |
Biographical Information of Zebra’s Director Nominees and Continuing Directors
The following biographical descriptions set forth certain background information about our director nominees and continuing directors, including specific professional experience and individual qualifications that led to the conclusion by our Board that such person should serve as a director of Zebra.
NELDA J. CONNORS | ||||
Independent
Director since:2022 Age: 56 Committees: ● Audit (Financial Expert) | Professional Highlights Ms. Connors is the Founder, Chairwoman and Chief Executive Officer of Pine Grove Holdings, LLC, a woman and minority-owned privately held investment company that acquires lower middle market companies with a high engineering and service component. Prior to founding Pine Grove Holdings, LLC in 2011, Ms. Connors served as President and Chief Executive Officer of Atkore International Inc., formerly the Electrical and Metal Products division of Tyco International, before it became privately held in 2010. Before joining Tyco, she served as Vice President at Eaton Corporation, a global electrical and automotive supplier, where she held several positions in operations, continuous improvement, and general management. In addition, Ms. Connors has held a number of executive and management positions in diversified industrial and automotive end-markets. Ms. Connors currently serves on the boards of Baker Hughes (NYSE: BKR) where she serves on the Audit and Human Capital and Compensation Committees; BorgWarner (NYSE: BWA) where she serves on the Audit Committee; and Boston Scientific (NYSE: BSX) where she serves on the Risk and Executive Compensation & Human Resources Committees. Other recent public board positions include serving as a director of Enersys (NYSE: ENS) until 2021, Echo Global Logistics (NASDAQ: ECHO) until 2020, and CNH Industrial (NYSE: CNHI) until 2020. Ms. Connors also currently serves as an independent advisor to Nissan North America, an advisor of Queen’s Gambit Growth Capital, and an advisor to Vibracoustic. Ms. Connors has been recognized by Forbes 50 Over 50 for Investment; Savoy Magazine in its Power 300 Most Influential Black Corporate Directors; Black Enterprise Magazine as one of the Top 75 Powerful Women in Business; and one of Chicago United's Business Leaders of Color. In 2021, Ms. Connors was identified through one of our director’s networks. Ms. Connors was elected by the Board upon the recommendation of the Nominating and Governance Committee after a review of a range of highly qualified candidates based on the criteria outlined under Selecting Nominees for the Board on page 16. | |||
Director Qualifications Ms. Connors has over 25 years of valuable technical and operating experience in global manufacturing and diversified industrial companies with highly technical products and services. The Board and Audit Committee benefit from Ms. Connors’ executive leadership skills and experience in the areas of operations and financial management, sales and marketing, quality, mergers and acquisitions, engineering, risk management and business strategy. Ms. Connors’ financial acumen, including her proficiency in financial management and financial reporting processes, as well as experience serving as a member of the audit committee on other public companies’ boards, facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. In addition, Ms. Connors’ service as a public board member and as an independent advisor also provided her with expertise in corporate governance. |
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 29 |
FRANK B. MODRUSON | |||||
Independent Director since: 2014 Age:
|
● Audit ● Nominating and | Professional Highlights
| |||
Mr. Modruson has served as President of Modruson & Associates, LLC, a management consulting firm, since 2015. Mr. Modruson served from 2003 to 2014 as the Chief Information Officer at Accenture, a global leader in strategy, consulting, digital, technology and operations. As CIO, he was responsible for the information technology strategy, applications and infrastructure supporting 281,000 employees. He also chaired Accenture’s Information Technology Steering Committee and was a member of the Accenture Operating Committee and Global Leadership Council. Prior to becoming CIO, Mr. Modruson held other roles at Accenture, including Partner, for 15 years. Mr. Modruson currently serves on the In 2010, Mr. Modruson was elected to CIOMagazine’s CIO Hall of Fame. In addition,InfoWorld has named him to its list of Top 25 CTOs, andComputerWorld has named him one of its Premier 100 CTOs.
Director Qualifications Mr. | |||||
MICHAEL A. SMITH | |||
Chairman of the Board Independent Director since: 1991 Age: 67 Committees: ● Audit (until April 22, 2022) ● Compensation ● Nominating and | Professional Highlights Mr. Smith has been Chairman of Zebra since 2007. Mr. Smith is a member of the Board of Directors of SRAM International Corp., a global designer, manufacturer and marketer of premium bicycle components. Mr. Smith is a Board Leadership Fellow of the National Association of Corporate Directors
Director Qualifications The Board and the Committees on which Mr. Smith |
Continuing Directors
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 30 |
CHIRANTAN “CJ” DESAI | |||||
Independent
Director since:2015 Age:
|
●
|
| |||
Mr. Desai has served as ServiceNow’s Chief Operating Officer since January 2022 and is responsible for product, design, and engineering, and industries and solution sales. Mr. Desai previously served as ServiceNow’s Chief Product & Engineering Officer
Director Qualifications Mr. Desai has decades of experience in the Software and Hardware industry, serving in various product development, engineering and business roles, and provides value to our Board by being a strategic thinker with an affinity for innovation. | |||||
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 31 |
LINDA M. CONNLY | |
Independent Director since: 2020 Age: 56 Committees: ● Audit | Professional Highlights Ms. Connly has served since 2020 as an Expert Partner on sales and go-to-market transformation for Bain & Company’s Commercial Excellence practice, a management consultancy that provides advice to public, private and non-profit organizations. Ms. Connly previously served at Bain & Company as a Strategic Advisor on go-to-market transformations and specializing in high velocity sales models from 2018 to 2020. In addition, Ms. Connly has served since 2018 as Chief Executive Officer of The Connly Advisory Group LLC, a consulting practice she founded that provides services to diagnose sales issues and design go-to-market models. Prior to her current roles, she was Interim Executive Vice President of Rackspace, a managed cloud computing company, where she led transformation for a $1.8 billion managed services business from 2018 to 2019. Prior to that, she held numerous roles at EMC Corporation between 2000 and 2016 including serving as SVP, EMC lead for Global Go-To-Market Integration where she led the 2015 go-to-market integration for Dell Technology and EMC, one of the largest technology mergers in history to date. She continued to serve in leadership roles at Dell Technology after the merger, including SVP, Enterprise Customer Strategy & Advocacy from 2016 to 2017 and SVP, Global Center of Competency, Infrastructure Solutions Group from 2017 to 2018. Ms. Connly serves as a board member of PortCo/Presidio, a leading North American information technology solutions provider focused on digital infrastructure, business analytics, cloud, security and emerging solutions. Most recently, Ms. Connly served as an advisor for Wasabi Technologies, a private company providing cloud storage solutions, and as a trustee at Saint Anselm College. In addition, in 2019, Ms. Connly served as an independent public director for Carbonite (Nasdaq: CARB), a cloud-based backup and security SaaS provider, until its acquisition by OpenText that year. In 2014, Ms. Connly was presented the Boston Chamber of Commerce Pinnacle Award in the category of “Achievement in Management.” In addition, she was also named by VAR Business magazine as one of the “Top 50 Most Powerful Women in Technology” and by CRN (Computer Reseller News) magazine as one of the “Top 100 Unsung Heroes.” |
Director Qualifications Ms. Connly is an operating executive, director and consultant with over 25 years of broad cross-functional experience. The Board benefits from Ms. Connly’s deep expertise in revenue acceleration, sales resource optimization, go-to-market and high velocity sales channels. Ms. Connly has valuable experience in technology and innovation, mergers and acquisitions as well as experience in overseeing the development and implementation of strategic priorities and business transformation from hardware to software and solutions. Ms. Connly’s service as a public board member has also provided her with proficiency in corporate governance. Ms. Connly’s extensive background and experience in the technology industry and go to market strategies will be valuable to Zebra as we expand into new markets and solutions. |
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 32 |
ANDERS GUSTAFSSON | |
Chief Executive Officer Director since: 2007 Age: 61 Committees: ● None | Professional Highlights Mr. Gustafsson became Zebra’s Chief Executive Officer and a director in 2007. Prior to joining Zebra, Mr. Gustafsson served as Chief Executive Officer of Spirent Communications plc, a publicly-traded telecommunications company, from 2004 until 2007. At Spirent, he redirected that Company’s growth strategy, divested non-core operations, integrated historic acquisitions and streamlined the organization to realize significant cost savings. From 2000 until 2004, he was Senior Executive Vice President, Global Business Operations, of Tellabs, Inc., a communications networking company. Mr. Gustafsson’s other roles at Tellabs included President, Tellabs International; President, Global Sales; and Vice President and General Manager, Europe, Middle East and Africa. Earlier in his career, he held executive positions with Motorola, Inc. and Network Equipment Technologies, Inc. Mr. Gustafsson is a member of the
Director Qualifications Mr. Gustafsson has extensive executive level experience that allows him to bring to the Board |
RICHARD L. KEYSER | |
Independent Director since: 2008 Age: 79 Committees: ● Compensation (Chair) ● Nominating and | Professional Highlights Mr. Keyser spent much of his career at W.W. Grainger, Inc. (NYSE: GWW), an international distributor of maintenance, repair and operating supplies. He served as President and Chief Operating Officer from 1994 to 1995, Chairman and Chief Executive Officer from 1995 until 2008, Chairman from 2008 to Mr. Keyser serves as a trustee of the Shedd Aquarium, a trustee of the Field Museum of Natural History, a life trustee of the North Shore University Health System, a director of the US Naval Academy Foundation, and In 2010, Mr. Keyser was honored as the National Association of Corporate Directors 2010 Public Company Director of the Year based on his unwavering commitment to integrity, informed judgment and performance.
Director Qualifications The Board benefits from Mr. |
Continuing Directors
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 33 |
ROSS W. MANIRE | ||||
Independent
Director since:
|
Age:
|
●
| ||
● Nominating and | ||||
| Mr. Manire founded ExteNet Systems, Inc., a wireless networking company, and served as its President and Chief Executive Officer from 2002 until 2018. He was President of the Enclosure Systems Division of Flextronics International, Ltd., an electronics contract manufacturer, from 2000 to 2002, and President and Chief Executive Officer of Chatham Technologies, Inc., an electronic packaging systems manufacturer that merged with Flextronics, in 2000. Prior to joining Chatham Technologies, Mr. Manire was Senior Vice President of the Carrier Systems Business Unit of 3Com Corporation, a provider of networking equipment and solutions. He served in various executive positions with U.S. Robotics from 1991 to 1997, including Chief Financial Officer, Senior Vice President of Operations, and Senior Vice President of the Network Systems Division prior to its 1997 merger with 3Com. From 1989 to 1991, Mr. Manire was a partner in Ridge Capital, a private investment company. He began his professional career at Ernst & Young, LLP, and served as a partner in the Entrepreneurial Services Group from Mr. Manire is currently a member of the
Director Qualifications Mr. Manire | |||
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 34 |
JANICE M. ROBERTS | |
Independent Director since: 2013 Age: 66 Committees: ● Compensation | Professional Highlights Ms. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private and nonprofit organizations. Ms. Roberts currently serves on the boards of NETGEAR, Inc. (Nasdaq: NTGR), where she serves on the Audit, Compensation and Subscription Service Strategy Committees, and Zynga Inc. (Nasdaq: ZNGA), where she is Lead Independent Director and Chair of the Compensation Committee. Other recent public board positions include serving as a director of RealNetworks, Inc. (Nasdaq: RNWK) for nearly 10 years, until 2020, and ARM Holdings Plc until its acquisition by the SoftBank Group in 2016. Ms. Roberts is also on the board of GBx Global.org, a technology community connecting British entrepreneurs to the San Francisco Bay Area, and she serves on the advisory board of Illuminate |
Director Qualifications Ms. Roberts US, including marketing, sales, business development, mergers, acquisitions and general management, all with global responsibilities. Ms. Roberts is entrepreneurial, product and customer-centric with expertise across multiple product areas and sectors including networking, communications and mobile solutions, software, services, semiconductors and applications, spanning enterprise, small business, service providers and consumer markets. She has a proven track record of success, leadership, execution and innovation in diverse organizations, environments, industries and cultures. Ms. Roberts currently balances a diverse board portfolio of technology growth companies with early stage investing in innovative new businesses. This is particularly |
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 35 |
Our business is managed under the direction of our Board of Directors, which is kept advised of Zebra’s business through regular and special meetings of the Board and its committees, written reports and analyses, and discussions with the CEOChief Executive Officer and other officers.
During 2018, our Board met seven times. All directors attended 75 percent or more of the meetings of our Board and the standing committees on which they served in 2018. Barring unforeseen circumstances, Zebra expects all directors to attend the annual meeting of our stockholders. The full Board attended the 2018 Annual Meeting.
employees.
Our Board has three standing committees — the Audit Committee, the Compensation Committee and the Nominating and Governance Committee — each of which is composed entirely of independent directors. Each of the standing committees operates pursuant to a written charter, which sets forth the committee’s authority, duties and responsibilities. The committees periodically review the adequacy of their respective charters, all of which are available on Zebra’s website athttp://www.zebra.comunder “About Zebra-Investor Relations-Governance-Governance“Investors-Governance-Governance Documents.”
The Audit Committee, Compensation Committee and Nominating and Governance Committee report regularly to the Board regarding their oversight roles, as further described below. Further, the Board oversees risks and opportunities in connection with Zebra’s corporate social responsibility initiatives and related disclosures as further discussed in Corporate Social Responsibility on page 23.
| Zebra Technologies Corporation ❘ 2022 Proxy Statement |
| 36 |
Audit Committee Members: Linda M. Connly Nelda J. Connors (member as of February 3, 2022) Frank B. Modruson
until April 22, 2022)
Meetings in 7 | The Audit Committee assists the Board in fulfilling its oversight functions with respect to matters involving financial reporting, independent and internal audit processes, disclosure controls and procedures, internal control over accounting and financial reporting, related-party transactions, risk management, and ● overseeing the integrity of Zebra’s financial statements and internal controls over financial reporting; ● overseeing the implementation of new accounting standards and any material changes in the accounting principles or practices used in preparing our financial statements; ● appointing, retaining, compensating, evaluating, ● approving all auditing services and permitted non-audit services to be provided to Zebra by our independent auditor; ● reviewing and discussing with management and the independent auditor Zebra’s annual and quarterly financial statements; ● communicating with the independent auditor on matters related to the conduct of the audit and on critical audit matters; ● overseeing our internal audit function; ● overseeing, and with management’s recommendations establishing, procedures for (i) the confidential, anonymous receipt, retention and treatment of complaints received by Zebra regarding accounting, internal accounting or financial controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of Zebra of concerns regarding questionable accounting, financial or auditing matters; ● establishing Zebra’s Compliance Committee, and reviewing our Compliance & Ethics Program, including Zebra’s Code of Conduct; ● reviewing and evaluating Zebra’s cybersecurity, disaster recovery and business continuity programs; ● reviewing and approving related party transactions and conflicts of interest questions between Board members or senior management and Zebra; and ● discussing policies and procedures with respect to risk assessment and risk management.
The Audit Committee has the authority to engage Our Board has determined that each member of the Audit Committee meets the independence requirements under Ms. Connors was elected to the Board and appointed to the Audit Committee effective February 3, 2022. While Ms. Connors transitions into her new role as a director and as a |
Zebra TechnologiesCorporation |
Compensation Committee Members:
Chirantan Desai Janice M. Roberts Michael A. Smith
Meetings in | The Compensation Committee assists the Board with its responsibilities regarding the compensation of our ● generally overseeing Zebra’s compensation and benefit programs and overall compensation governance; ● reviewing our total ● reviewing and discussing with management the ● overseeing the administration of Zebra’s short-term and long-term compensation plans as well as benefits; ● establishing and reviewing policies and procedures for the grant of equity-based awards under Zebra’s compensation plans; ● overseeing Zebra’s Clawback Policy; ● determining (or with respect to the ● approving Zebra’s peer group for market-competitive compensation purposes; ● overseeing Zebra’s Stock Ownership Guidelines for the non-employee directors and ● overseeing Zebra’s performance management and talent management processes; ● recommending to the Board the compensation of non-employee directors; ● seeking the counsel of ● using a sound corporate governance approach that balances an appropriate level of risk tolerance with a total Willis Towers Watson served |
Nominating and Governance Committee Members:
Richard L. Keyser Ross W. Manire Frank B. Modruson
Meetings in | The Nominating and Governance Committee
● overseeing, and advising the Board on, matters of corporate governance, including reviewing and recommending to the Board, where appropriate, revisions to Zebra’s ●
● overseeing the self-evaluations of the Board and the committees of the Board, and monitoring the self-evaluations of the individual directors, which are coordinated by the Chair of the Board; ● making recommendations to the Board regarding size, members, chairs and functions of the committees of the Board; ● identifying individuals qualified to serve on the Board and recommending director ● establishing criteria for Board membership, taking into consideration Zebra’s strategic objectives and needs; ● assisting the Board in overseeing engagement efforts with stockholders; and ● overseeing the onboarding of new directors and continuing director education. The Nominating and Governance Committee has the authority to retain a search firm to identify director candidates and to engage outside legal counsel or other |
Zebra TechnologiesCorporation |
Market Comparison
Zebra’s director compensation program is designed to attract and retain highly qualified non-employee directors. The annual compensation for our non-employee directors consists of both cash to compensate directors for their services on the Board of Directors and its committees, and equity to align the interests of our directors with those of our stockholders. Decisions regarding our non-employee director compensation are approved by the full Board based on the recommendations of the Compensation Committee. In making such recommendation, the Compensation Committee takes into consideration market data and whether such recommendation aligns with the interests of our stockholders. The Compensation Committee annually reviews non-employee director compensation with Willis Towers Watson, our independent compensation consultant.
In November 2017,October 2020, the Compensation Committee reviewed market data on both non-employee director compensation and the financial performance of the peer group as well as general industry data and high-technology industry data for companies similar to Zebra. (For more information on the peer group, see “CompensationCompensation Discussion and Analysis — Overview of Our Executive Compensation Program.”) Using this data,Approach, beginning on page 48). In addition, the Compensation Committee confirmed that the 2018 total mix of compensation for the non-employee directors are below the level compared to the market, as shown below.
The Compensation Committee also reviewed the data on the cash compensation awarded to the chairs and members of the Board’s standing committees. Based onUsing this data, shown below,the Compensation Committee confirmed that the 2021 total mix of compensation for the non-employee directors is aligned with the market, and the Board decided not to adjust our non-employee director compensation for 2018.2021.
Zebra TechnologiesCorporation |
Elements of Director Compensation
Our non-employee director compensation for 20182021 was awarded in a combination of cash and equity, as shown below.
Annual cash retainer | ● $80,000 for all non-employee directors other than the | |
Annual cash retainer for the Chairman of the Board | ● $155,000 | |
Annual equity retainer | ● Target grant date fair value of ● Awarded in the form of fully-vested common stock | |
Annual cash retainer for committee chairs | ● $25,000 for the Compensation Committee Chair ● $25,000 for the Audit Committee Chair ● $10,000 for the Nominating and Governance Committee Chair | |
Annual cash retainer for | ● $15,000 for each Compensation Committee member ● $15,000 for each Audit Committee member ● $7,500 for each Nominating and Governance Committee member | |
Additional meeting fees | ● $2,000 for each in-person Board meeting in excess of five in-person Board meetings per year ● $1,000 for each telephonic Board meeting in excess of two telephonic Board meetings per year ● $1,500 for the Chair and $1,000 for other committee members for each in-person committee meeting in excess of five in-person committee meetings per year, with no additional fee for telephonic committee meetings |
Non-employee directors may participate in our non-qualified deferred compensation plan and our group medical and dental plans, and they are reimbursed for expenses incurred in attending Board and committee meetings. Mr. Gustafsson does not receive additional compensation for his service as a director.
20182021 Non-Employee Director Compensation
In May 2018,2021, the Compensation Committee approved annual equity grants for each of the seven non-employee directors. These awards had a targeted value of $175,000,$200,000 and were awarded in the form of 1,140411 shares of fully-vested common stock for each non-employee director.
The following table provides information regarding the compensation of our non-employee directors for 2018.2021.
Fees Earned or | Stock | All other | ||||||
Name | Paid in Cash ($) | Awards ($)(1) | Compensation ($) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) |
Linda M. Connly | 97,000 | 200,046 | 0 | 297,046 | ||||
Chirantan Desai | 95,000 | 175,138 | 0 | 270,138 | 97,000 | 200,046 | 0 | 297,046 |
Richard L. Keyser | 112,500 | 175,138 | 0 | 287,638 | 114,500 | 200,046 | 0 | 314,546 |
Andrew K. Ludwick | 95,000 | 175,138 | 0 | 270,138 | ||||
Ross W. Manire | 102,500 | 175,138 | 0 | 277,638 | 114,500 | 200,046 | 0 | 314,546 |
Frank B. Modruson | 95,000 | 175,138 | 0 | 270,138 | 104,500 | 200,046 | 0 | 304,546 |
Janice Roberts | 95,000 | 175,138 | 0 | 270,138 | ||||
Janice M. Roberts | 97,000 | 200,046 | 0 | 297,046 | ||||
Michael A. Smith | 205,000 | 175,138 | 0 | 380,138 | 197,000 | 200,046 | 0 | 397,046 |
(1) The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation — Stock Compensation. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of assumptions made in calculating the grant date fair value of these awards. | (1) The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation — Stock Compensation. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of assumptions made in calculating the grant date fair value of these awards. |
Zebra TechnologiesCorporation |
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth below. Based on that review and discussion, the Compensation Committee has recommended to Zebra’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and incorporated by reference in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2018.2021.
CompensationDiscussion and Analysis Our Compensation Discussion and Analysis (“CD&A”) focuses on the following:
Annual Cash Incentive Plan Performance Metrics Our 2021 ZIP incentivizes and rewards for achievements against full-year financial goals.
For the 1. 2021 consolidated net sales 2. 2021 “Adjusted EBITDA,” defined as earnings before interest income and expense, taxes, depreciation, amortization and other income/expense, adjusted to remove equity-based compensation expense, adjustments for purchase accounting and certain non-recurring charges 3. 2021 “Enterprise Asset Intelligence (EAI) Index,” defined as a measure of Zebra’s sales of EAI offerings and is based on sales of specific EAI-related solutions The consolidated net sales, Adjusted EBITDA and These metrics balance both short and long-term decisions, focusing our Executives on maintaining profitability in our core business while expanding into new markets, such as fixed industrial scanning, machine vision, intelligent automation and retail execution. The EAI Index was added in 2019 to encourage Executives to focus on Zebra’s long-term strategic goal of driving our EAI vision and securing our market position in EAI offerings and specific EAI related solutions. The Compensation Committee fixed the following threshold, target and maximum performance goals for each metric based on the
The table below shows Zebra’s performance for the
Executive OfficersThe following information identifies and gives other information about our
The Board of Directors approves the appointment of Zebra’s
This table shows how many shares of our common stock certain individuals and entities beneficially owned on March
| 79 |
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officersExecutive Officers and greater than ten percent stockholders to file reports of holdings and transactions in our common stock with the Securities and Exchange Commission. To our knowledge, all required reports were filed in a timely manner with the following exception. A Form 4 reporting, on behalf of Joachim Heel, our Senior Vice President, Global Sales,Michael A. Smith, the dispositionacquisition of 1,93310,796 shares of common stock to cover tax liabilitygifted from a family trust, in which Mr. Smith does not exercise control over or have a pecuniary interest in, on the vesting of time-vested restricted stock on SeptemberDecember 15, 20172020 was filed late due to an administrative error.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 80 |
We expect the 20202023 Annual Meeting of Stockholders to be held on or about May 14, 2020.11, 2023. To be considered for inclusion in our proxy materials for the 20202023 Annual Meeting, a stockholder proposal must be received at our principal executive offices at Three Overlook Point, Lincolnshire, Illinois 60069 by December 5, 2019.2, 2022. In addition, our Amended and Restated By-Laws establish a proxy access procedure for nominating persons for election to the Board as well as an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the Board. A stockholder nomination intended to be brought before the 2023 Annual Meeting under our proxy access procedure must be delivered to our Chief Legal Officer, General Counsel & Corporate Secretary no earlier than November 2, 2022, and no later than December 2, 2022. A stockholder proposal or nomination intended to be brought before the 2020 annual meeting2023 Annual Meeting under our advance notice procedure must be delivered to the Chief Legal Officer, General Counsel & Corporate Secretary no earlier than January 4, 2020,1, 2023, and no later than February 3, 2020. January 31, 2023. In addition, to satisfying the foregoing notice requirements under our By-Laws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than Zebra’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 13, 2023.
All proposals and nominations should be directed to ourto:
Chief Legal Officer, General Counsel & Corporate Secretary
Zebra Technologies Corporation
Three Overlook Point
Lincolnshire, Illinois 60069.
60069
Email: zebralegal@zebra.com
The Board and our management have not received notice of and are not aware of any business to come before the 2019 annual meeting2022 Annual Meeting other than the proposals we refer to in this proxy statement.Proxy Statement. If any other matter comes before the annual meeting,Annual Meeting, the proxies will use their judgment in voting the proxies.
We have made our 20182021 Annual Report to Stockholders available in connection with this proxy solicitation, which includes our Annual Report on Form 10-K. If you would like another copy of our Annual Report on Form 10-K, excluding certain exhibits, please contact the Chief Financial Officer at the following address: Zebra Technologies Corporation, Three Overlook Point, Lincolnshire, Illinois 60069.
Questions and Answers About the Annual Meeting and These Proxy Materials
HOW DO I PARTICIPATE AT THE ANNUAL MEETING?
The 2022 Annual Meeting will be conducted solely by remote communication, in a virtual only format. Stockholders will not be able to attend the Annual Meeting in person. You may attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2022. Only stockholders of record as of the close of business on March 18, 2022 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. Stockholders do not need to vote at the Annual Meeting if they have already voted by proxy.
Once admitted, stockholders of record may 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.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 81 |
WHAT MATTERS WILL BE VOTED ON AT THE ANNUAL MEETING?
The following matters will be voted on at the meeting:Annual Meeting:
Proposal 1: To elect three Class II directors with terms to expire in 2025;
Proposal 2: To hold an advisory vote to approve the compensation of our Named Executive Officers;
Proposal 3: To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022; and
Such other business if properly presented or any adjournment or postponement of the Annual Meeting.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
Zebra’s Board recommends that you vote:
FOR the election of three Class II directors with terms to expire in 2025;
FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers; and
FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022.
WILL THERE BE ANY OTHER ITEMS OF BUSINESS ON THE AGENDA?
If any other items of business or other matters are properly brought before the annual meeting,Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect to those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their judgment. Because the deadlines for stockholder proposals and nominations have passed, we do not expect any items of business to be brought before the annual meetingAnnual Meeting other than the items described in this proxy statement.Proxy Statement.
Per the Rules for Conduct of Meeting, which will be available at the Annual Meeting, nominations made during the Annual Meeting for membership on the Board will not be accepted unless the stockholder has previously notified the Chief Legal Officer, General Counsel, & Corporate Secretary in writing of the intent to make the nomination (following all procedures set forth in the Company’s By-laws), and the person nominated has given written consent to such nomination and agreed to serve if elected.
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Holders of our Class A common stockCommon Stock at the close of business on March 22, 2019,18, 2022, the record date, may vote at the meeting.Annual Meeting. We refer to the holders of our Class A common stockCommon Stock as “stockholders” throughout this proxy statement.Proxy Statement. Each stockholder is entitled to one vote for each share of Class A common stockCommon Stock held as of the record date. A list of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2022. To access such list of stockholders beginning on May 2, 2022, and until the Annual Meeting, please send your request, along with proof of ownership, to Zebra Technologies Investor Relations at InvestorRelations@zebra.com.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
You may own shares directly in your name as a stockholder of record, which includes shares for which you have certificates. If your shares are registered directly in your name, you are theholder of record of those shares and you have the right to give your voting proxy directly to us or to vote in person at the meeting.
Annual Meeting. You may also own shares indirectly through a broker, bank or other holder of record. If you hold your shares indirectly, you hold the shares in “street name” and are abeneficial holder. As a beneficial holder, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form.
DO I HAVE TO DO ANYTHING IN ADVANCE IF I PLAN TO ATTEND THE ANNUAL MEETING IN PERSON?
An individual who is a beneficial owner of Class A common stock must bring to the meeting a legal proxy from the organization that holds the shares or a brokerage statement showing ownership of shares as of the close of business on the record date. Representatives of institutional stockholders must bring a legal proxy or other proof that they are representatives of a firm that held shares as of the close of business on the record date and are authorized to vote on behalf of the institution.
DO I HAVE ELECTRONIC ACCESS TO THE PROXY MATERIALS AND ANNUAL REPORT?
Forholders of record,, we are pleased to offer the opportunity to receive stockholder communications electronically. By signing up for electronic delivery of documents such as our annual reportAnnual Report and the proxy statement,Proxy Statement, you can access stockholder communications as soon as they are available without waiting for them to arrive in the mail. Holders of record can also reduce the number of documents in their personal files, eliminate duplicate mailings, conserve natural resources, and help reduce our printing and mailing costs. If you are a holder of record and would like to receive stockholder communications electronically in the future, please contact Computershare at 800-522-6645 or 201-680-6578. Enrollment is effective until cancelled.
canceled.
Beneficial holders should refer to the information provided by the broker, bank or other institution that is the holder of record for instructions on how to elect to receive proxy statements and annual reports via the Internet. Most stockholders who hold their stock through a broker, bank or other holder of record and who have electronic access will receive an e-mail message containing the Internet address to use to access our proxy statementProxy Statement and annual report.Annual Report.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 82 |
Pursuant to rules adopted by the SEC,Securities and Exchange Commission, we have made these proxy materials available via the Internet and have elected to use the SEC’sSecurities and Exchange Commission’s notice and access rules for soliciting proxies. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to all stockholders as of the record date. You may access these proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials. You may also request to receive a printed set of these proxy materials. Instructions on how to access these proxy materials via the Internet and how to request a printed copy can be found in the Notice of Internet Availability of Proxy Materials. Additionally, by following the instructions in the Notice of Internet Availability of Proxy Materials, you may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. As noted above, choosing to receive your future proxy materials by e-mail will save Zebra the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment.
In addition to furnishing proxy materials electronically, we take advantage of the SEC’sSecurities and Exchange Commission’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one Notice of Internet Availability of Proxy Materials or, if you have requested paper copies, only one set of proxy materials is delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If you are a stockholder sharing an address and wish to receive a separate Notice of Internet Availability of Proxy
Materials, you may do this by contacting Broadridge Financial Solutions by phone at 1-866-540-7095 or by mail at Broadridge Householding Department, 51 Mercedes Way, Edgewood, NJ, 11717. A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another stockholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Broadridge at the number or address shown above.
Your vote is important. We encourage you to vote promptly, which may save us the expense of a second mailing.
If you are aholder of record, you may vote your shares in any of the following ways:
by telephone — You may vote your shares by calling the toll-free telephone number on your proxy card. You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Time, on May 11, 2022. The telephone voting system has easy-to-follow instructions and allows you to confirm that the system has properly recorded your vote. If you vote by telephone, you do not need to mail a proxy card.
via the Internet — You may vote your shares via the website http://www.proxyvote.com or by scanning the QR Barcode on the Notice of Internet Availability of Proxy Materials or your proxy card. You may vote via the Internet 24 hours a day through 11:59 p.m., Eastern Time, May 11, 2022. As with telephone voting, you may confirm that the system has properly recorded your vote. If you vote via the Internet, you do not need to mail a proxy card. You may incur costs such as telephone and Internet access charges if you vote via the Internet.
by mail — If you received your proxy materials by mail, you may vote your shares by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope.
at the Annual Meeting — If you choose not to vote by telephone, via the Internet or by mail, you may still attend the virtual Annual Meeting and vote. You will need your 16-digit control number found on the proxy card, voting instruction form or notice to vote at the Annual Meeting. If you vote prior to the Annual Meeting, you may still attend the virtual Annual Meeting and vote.
If you are abeneficial holder, the instructions that accompany your proxy materials will indicate whether you may vote by telephone, via the Internet or by mail. If your shares are held in street name and you wishdesire to attendvote online during the meeting and voteVirtual Annual Meeting, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in person, you must bring a legal proxy from the organization that holds the shares or a brokerage statement showing ownership of shares as of the close of business on the record date.meeting.
CAN I REVOKE OR CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
If you are theholder of record, you may revoke your proxy at any time before your shares are voted if you (1) submit a written revocation to our Chief Legal Officer, General Counsel & Corporate Secretary, (2) submit a later-dated proxy to our Chief Legal Officer, General Counsel & Corporate Secretary, (3) provide subsequent telephone or Internet voting instructions, or (4) vote in person at the meeting.Annual Meeting. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again electronically at the Annual Meeting. If you are abeneficial owner of shares, you must contact the broker or other nominee holding your shares and follow their instructions for changing your vote.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 83 |
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
Our Board has appointed Michael A. Steele and Cristen Kogl to serve as the proxies for the meeting.Annual Meeting. Mr. Steele is Vice President, Investor Relations of Zebra. Ms. Kogl is Senior Vice President,Chief Legal Officer, General Counsel and& Corporate Secretary of Zebra. By giving us your proxy, you are authorizing the proxies to vote, jointly or individually, your shares in the manner you indicate.
If you are aholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:
FOR the election of three Class II directors with terms to expire in 2025 (Proposal 1);
FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 2);
FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022 (Proposal 3); and
In the discretion of the named proxies regarding any other matters properly presented for a vote at the Annual Meeting.
If you are abeneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if he or she has the discretionary authority to vote on the particular matter. Under the NYSE’s rules, brokers and other nominees have the discretion to vote on routine matters such as Proposal 3, but do not have discretion to vote on non-routine matters such as Proposals 1 and 2. If you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the meeting.Annual Meeting.
WHAT CONSTITUTES A QUORUM, AND WHY IS A QUORUM REQUIRED?
A quorum is necessary to hold a valid meeting of stockholders. If stockholders holding a majority of the voting power of the stock issued and outstanding and entitled to vote at the meetingvirtual Annual Meeting are present in person or by proxy, a quorum will exist. Shares owned by Zebra are not voted and do not count for quorum purposes. On March 22, 2019,18, 2022, we had 53,947,75152,810,213 shares of Class A common stockCommon Stock outstanding, meaning that 26,973,87626,405,107 shares of Class A common stockCommon Stock must be present at the virtual Annual Meeting or represented in person or by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a proxy or vote at the meeting.Annual Meeting. Abstentions and broker non-votes will also count towards the quorum requirement. If there is not a quorum, a majority of the shares present at the meetingAnnual Meeting may adjourn the meetingAnnual Meeting to a later date.
To assure the presence of a quorum at the meeting,virtual Annual Meeting, and even if you plan to attend the meeting,Annual Meeting, please vote your shares by toll-free telephone or via the Internet or, if you received your proxy materials by mail, complete, sign and date your proxy card and return it promptly in the enclosed postage-paid envelope.
WHAT IS THE EFFECT OF A BROKER NON-VOTE?
Brokers or other nominees who hold shares of our Class A common stockCommon Stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the meeting.Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the meeting.virtual Annual Meeting. Thus, a broker non-vote will not affect our ability to obtain a quorum. Broker non-votes will not have any effect on the outcome of any proposal to be voted on at the meeting.Annual Meeting.
Zebra Technologies Corporation ❘ 2022 Proxy Statement | 84 |
WHAT IS THE VOTE REQUIRED FOR EACH PROPOSAL?
Nominees for director are elected by a plurality of the votes cast; however, each nominee who is elected by a plurality vote who does not receive a majority vote will have his or her resignation from the Board considered in accordance with Zebra’s Resignation Policy Relating to Majority Voting, which is included as Exhibit A to Zebra’s Corporate Governance Guidelines. A “majority vote” means that the number of votes cast in favor of a nominee must exceed the number of votes withheld with respect to that nominee. Zebra hasZebra’s Resignation Policy Relating to Majority Voting includes a resignation process with respect to uncontested elections of directors if a nominee does not receive a majority vote for election to the Board. Prior to making these proxy materials available, each nominee for director submits a binding but contingent letter of resignation. If a nominee is then elected by a plurality vote but does not receive a majority vote, the nominee will have his or her resignation considered by the Nominating and Governance Committee in light of the best interests of Zebra and its stockholders. The Nominating and Governance Committee will make a recommendation to the Board concerning the acceptance or rejection of the resignation(s).
In anya contested election, nominees for director will continue to be elected by a plurality of the votes cast without a contingent resignation to be considered by the Board conditioned on receipt of a majority vote. A “contested election” means an election of directors (i) for which the Chief Legal Officer, General Counsel & Corporate Secretary of Zebra has received a notice that a stockholder has nominated a person for election to the Board in compliance with Zebra’s Amended and Restated By-Laws, and (ii) such nomination has not been withdrawn at least five days prior to the date Zebra first makes these proxy materials available to stockholders. Neither abstentions nor broker non-votes count as votes cast.
Proposal | Vote Required | Broker Discretionary Voting Allowed | ||
Proposal 1 | Plurality of votes cast with resignation process if majority vote not achieved | No | ||
Proposal 2 | Majority of the votes cast for or against | No | ||
Proposal 3 | Majority of the votes cast for or against | Yes |
With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or vote FOR all nominees except those specific nominees from whom you WITHHOLD your vote. The twothree nominees receiving the most FOR votes will be elected. A properly executed proxy that is marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. WITHHOLD votes may prevent a director from obtaining a majority of FOR votes, which would trigger the aforementioned resignation process under the Resignation Policy Relating to Majority Voting. Proxies may not be voted for more than three nominees for director and stockholders may not cumulate votes in the election of directors.
With respect to Proposals 2 and 3, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these proposals, your abstention will not affect the vote on the proposal since the proposal requires approval of a majority of the votes cast for or against.
WHAT HAPPENS IF THE ANNUAL MEETING IS ADJOURNED OR POSTPONED?
Your proxy will still be effective and will be voted at the rescheduled annual meeting.Annual Meeting. You will still be able to change or revoke your proxy until it is voted.
WHO IS PAYING FOR THE COSTS OF THIS PROXY SOLICITATION?
We will bear the expense of soliciting proxies. We have retained Alliance Advisors LLC to solicit proxies for a fee of $16,500$17,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Zebra personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and the Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.
HOW CAN I FIND THE RESULTS OF THE ANNUAL MEETING?
Preliminary results will be announced at the meeting.Annual Meeting. Results also will be published in a current report on Form 8-K to be filed with the SECSecurities and Exchange Commission within four business days after the meeting.Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
Zebra TechnologiesCorporation |