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

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ZEBRA TECHNOLOGIES CORPORATIONZebra Technologies Corporation

(Name of Registrant as Specified in Its Charter)

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ZEBRA 2020 Proxy Statement MAY 14, 2020 | 10:30 a.m. CT

ZEBRA

Dear
Fellow Stockholder April 2, 2020

On behalf of the Board of Directors, we would like to thank you for your continued investment in Zebra Technologies. It is my privilege to serve as Zebra’sZebra Technologies' Lead Independent Chairman.Director, transitioning from Board Chair as of March 1, 2023.

The end of 2022 marked a historic moment for Zebra celebrated landmark achievements this past fiscal year, including celebratingTechnologies with the Company’s Zebra’s 50th anniversaryannouncement of Anders Gustafsson's retirement as Chief Executive Officer and joiningtransition to Executive Chair of the S&P 500.Board. Mr. Gustafsson joined Zebra continued to drive solid profitable growthas CEO in 20192007 and has made strong progresssince transformed the Company into a market leading enterprise asset intelligence solutions provider dedicated to ensuring every front-line worker and asset at the edge is visible, connected and fully optimized.

We are excited to welcome William J. Burns as Zebra's new CEO and member of the Board of Directors. Mr. Burns brings more than 30 years of experience in advancing ourthe technology sector and has served as CEO at two other companies prior to joining Zebra. Mr. Burns has been an integral part of Zebra’s Executive Leadership Team for the past seven years, most recently as Chief Product & Solutions Officer. During this time, Mr. Burns has extended Zebra’s product and solutions market leadership and profitability across its core businesses while expanding into adjacent markets, delivered on the company’s Enterprise Asset Intelligence vision. vision, and strengthened Zebra’s strategic relationships with its customers and partners. Mr. Burns has our every confidence and we wish him great success in this new chapter for Zebra Technologies.

Zebra finished a challenging 2022 with solid sales growth, profitability and free cash flow because of the resiliency and agility of our team when faced with headwinds. We took bold mitigating actions when faced with supply chain disruptions, the war in Eastern Europe and lockdown in China. We continue to execute well in a challenging macro-environment and we have always prioritized our customers' needs. Entering 2023, we are encouraged by our supply chain's performance and indications of abating headwinds.

This past June, Zebra completed its acquisition of Matrox Imaging, a proven developer of advanced machine vision components, software and systems. This acquisition further expanded Zebra's offerings in the fast-growing industrial automation space and built upon our launch of fixed industrial scanning solutions and entry into autonomous mobile robots. These new offerings will allow Zebra customers to improve productivity and quality across operations from manufacturing to warehouse workflows.

The Board of Directors believesis committed to strong governance that strong corporate governance practices help createfacilitates long-term value forcreation. We continue to prioritize engagement with our stockholders on a range of topics including governance and oversight, sustainability goal-setting and initiatives, and our thoughtful succession planning, among others. We also continue to make strides in our sustainability practices, particularly on our focus areas: human capital management, climate and resource conservation. We are vitalproud to be recognized by the Department of Energy for best practices regarding climate scenario analysis and receive validation that our science-based targets for 2030 are in line with the Paris Climate Accord.

We would like to thank our stockholders, our employees, customers and partners for their continued support and contributions to Zebra’s success. In 2019, we took significant steps to enhance our governance profile, including implementing a targeted stockholder engagement program and launching our corporate social responsibility website. Additionally, to further strengthen our governance practices, the Board has updated a number of Zebra’s governance policies, including our Insider Trading Policy, which now explicitly prohibits the pledging and hedging of Zebra securities, and adopted new policies, suchOur future is as our Clawback Policy and Interlocking Directorate Policy. The Board of Directors believes that our governance practices and stockholder engagement programbright as ever. We are serving, and will continue to serve, Zebra and its stakeholders well. I am confident that Zebra will continue to build upon its positive momentum with the Board of Director’sDirectors' active involvement and support to ensure that the next 50 years are as successful as our first 50 years. support.

Sincerely,

Independent Lead Director of the Board

ZEBRA

Dear
Fellow Stockholder April 2, 2020

Please join us for the Zebra Technologies Corporation 20202023 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 14, 202011, 2023 at 10:30 a.m., Central Time. The Annual Meeting will be conducted solely by remote communication, in a virtual only format. This decision was made to enable a greater number of stockholders to attend. You may attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2023. Only stockholders of record as of the close of business on March 17, 2023 can participate at the Annual Meeting. Stockholders of record will need their 16-digit control number found on their proxy card, voting instruction form or notice to enter the Annual Meeting. Once admitted, stockholders of record may vote or submit questions during the Annual Meeting by typing their question into the “Ask a Question” field and clicking “Submit.” Only questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. If any questions pertinent to Annual Meeting matters cannot be answered during the Annual Meeting due to time constraints, we will post and answer a representative set of these questions online at investors.zebra.com, under the Events section. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.

At the Annual Meeting, stockholders will be asked to vote on each of the four proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter.

Your vote on the matters to be considered at the Annual Meeting is important, regardless of the size of your holdings. Whether or not you plan to attendvirtually view or participate in the Annual Meeting, we urge you to vote your shares as soon as possible via the Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided, or may request a proxy card to complete, sign, date and return by mail. By voting in advance of the Annual Meeting, you can ensure your shares will be represented and voted at the Annual Meeting, and you will spare Zebra the expense of a follow-up mailing. Even if you vote before the Annual Meeting, you may still attend the Annual Meeting via the internet at www.virtualshareholdermeeting.com/ZBRA2023 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, Iencourage you to visit Zebra’s website at www.zebra.com under Investors.

Sincerely, Anders Gustafsson

Chief Executive Officer

ZEBRA

Noticeof
Annual Meeting
of Stockholders

10:30 a.m., Central Time Zebra Technologies Corporation Three Overlook Point Lincolnshire, Illinois 60069 (847) 634-6700

Virtual Meeting Website: www.virtualshareholdermeeting.com/ZBRA2023

The Annual Meeting of Stockholders of Zebra Technologies Corporation will be held at 10:30 a.m., Central Time, on Thursday, May 14, 2020, at our headquarters at 3 Overlook Point, Lincolnshire, Illinois 60069,11, 2023. You can attend the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ZBRA2023. We will have no physical location for the Annual Meeting in order to make the meeting more accessible to stockholders. The Annual Meeting will be held for the following purposes:

The Proxy Statement more fully describes the proposals. Only holders of record of common stock at the close of business on March 20, 202017, 2023 are entitled to vote at or otherwise participate in the Annual Meeting.

We are pleased to take advantage of rules and regulations adopted by the Securities and Exchange Commission allowing companies to furnish proxy materials to their stockholders over the Internet. On April 2, 2020,March 31, 2023, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our 20202023 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31,2019,31, 2022, as well as instructions regarding how to receive paper copies of these documents.

CristenKogl

CorporateSecretary
Lincolnshire, Illinois April 2, 2020 * We are actively monitoring the public health and travel concerns relating to the coronavirus or COVID-19 pandemic and the protocols that federal, state, and local governments may impose. The health and well-being of our employees, directors and stockholders are paramount. As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will publicly announce the determination to hold a virtual Annual Meeting and the details on how to participate in a press release available at http://www.zebra.com under “Investors-News & Events” as soon as practicable before the Annual Meeting. In that event, the 2020 Annual Meeting would be conducted solely virtually, on the above date and time. Review your proxy statement and vote in one of four ways: INTERNET BY TELEPHONE BY MAIL IN PERSON Visit www.proxyvote.com Call 1-800-690-6903 Sign, date and return your proxy Attend the Annual Meeting in Lincolnshire, IL card in the enclosed envelope See page 70 for instructions on how to attend Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 14, 2020: Our 2020 Proxy Statement and 2019 Annual Report to Stockholders are available at: https://materials.proxyvote.com/989207. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

March 31, 2023

Review your proxy statement and vote in one of four ways:
INTERNET	BY TELEPHONE	BY MAIL	ONLINE DURING THE VIRTUAL MEETING
Visit www.proxyvote.com or scan the QR Barcode on your Notice of Internet Availability of Proxy Materials or your proxy card	Call 1-800-690-6903	Sign, date and return your proxy card in the enclosed envelope	Visit www.virtualshareholdermeeting.com/ZBRA2023 See page 93 for instructions on how to attend
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 11, 2023: Our 2023 Proxy Statement and 2022 Annual Report to Stockholders are available at: https://materials.proxyvote.com/989207. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

Table of Contents

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Proxy Summary

Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting. ZEBRA CAPTURE YOUR EDGE 2020 Annual Meeting of Stockholders Date: May 14, 2020 Time: 10:30 a.m., Central Time Location: Zebra Technologies Corporation Three Overlook Point Lincolnshire, Illinois 60069 Record Date: March 20, 2020

	2023 Annual Meeting of Stockholders
	Date:	May 11, 2023
	Time:	10:30 a.m., Central Time
	Virtual Meeting Website:	www.virtualshareholdermeeting.com/ZBRA2023
	Record Date:	March 17, 2023

Agenda and Voting Recommendations

Voting Matters and Recommendations Proposal Board Recommendation Reasons for Recommendation More Information Proposal 1 - Election of three Class III directors with terms expiring in 2023 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 25 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 61 Proposal 3 - Approval of our 2020 Employee Stock Purchase Plan FOR The Board and the Compensation Committee believe our 2020 Employee Stock Purchase Plan allows our employees to easily purchase our stock, thereby aligning the interests of our employees with those of our stockholders. Page 62 Proposal 4 - Ratify the appointment of Ernst & Young LLP as our independent auditors for 2020 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 66 10 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com

Proxy Summary Highlights and Performance

What’s New In 2019, as

As part of our efforts to continuously improve our governance practices, improve theenhance readability of our Proxy Statement and respond to stockholder feedback, we have enhancedupdated our corporate governance disclosures, including adding disclosuresin particular those relating to our new stockholder engagement program and our corporate social responsibilitysustainability initiatives. We have also enhanced our executive compensation disclosures relating to our compensation policies and disclosures relating to termination of employment or change in control. This year’s key updated disclosures primarily include: • Re-structuring and adding additional disclosures

Back to this Proxy Summary • Adding a disclosure on our new stockholder engagement program in this Proxy Summary and the Stockholder Engagement section (see page 21) • Adding new corporate governance policies and updating the descriptions of existing policies (see Corporate Governance Policies on page 17) • Adding a disclosure on our corporate social responsibility initiatives (see Corporate Social Responsibility on page 22) • Adding additional disclosures relating to our Board, committee and director self-evaluation process (see Selecting Nominees for the Board on page 17) • Updating our Related Party Transactions Policy disclosures to reflect our new Policy, adopted in 2019, and related party transactions (see Related Party Transactions on page 23) • Updating the role of the Chairman of the Board (see Board Leadership Structure on page 19) • Adding disclosures relating to Zebra’s 2019 performance to this Proxy Summary and the Compensation Discussion and Analysis (see page 34) • Enhancing our disclosure on our Board’s executive sessions (see Executive Sessions on page 19) • Updating our disclosures related to Zebra’s annual incentive plan to include the EAI Index as a performance metric (see Annual Cash Incentive Plan Performance Metrics on page 40) • Re-structuring Oversight of Risk Management and adding disclosures relating to management’s and the Board committees’ roles in risk oversight (see Oversight of Risk Management on page 20) • Reformatting disclosures related to Executive Officer compensation upon termination or change in control to enhance readability (see Potential Payments upon Termination of Employment or Change in Control on page 53) Contents

Highlights and Performance 2019

2022 Business Highlights Grew sales 6% to $4.5 billion Acquired Cortexica Vision Systems Ltd. S&P 500 Index inclusion to accelerate our capabilities in computer vision New $1 billion share repurchase authorization Acquired Profitect Inc., a prescriptive analytics firm that analyzes massive data streams, utilizing machine learning to identify variations in the data in real time Named one of Forbes World’s Best Employers Awarded contract by the United States Postal Service to supply mobile computers to its carrier network Acquired Temptime Corporation, manufacturer of time-temperature monitoring supplies portfolio Added approximately 480 patents and patent applications, bringing patent portfolio to over 4,900 patents and patent applications, worldwide Zebra Technologies Corporation I 2020 Proxy Statement 11

Business Performance	Acquisitions and Solutions Launches	Sustainability	Human Capital Management
Net Sales of $5.78 billion, non-GAAP income per diluted share of $17.47 and free cash flow of $413 million.	Acquired Matrox Electronics Systems Ltd. imaging business, expanding Zebra’s machine vision and fixed industrial scanning businesses.	Received validation of Science-Based Targets for 2030 in line with the Paris Climate Accord goal.	Employee engagement score is above industry benchmark.
Completed comprehensive debt refinancing to optimize capital structure, providing flexibility for organic and inorganic investment in business as well as return of capital to shareholders, repurchased $751 million of shares.	Announced portfolio of highly accurate integrated RFID portals for asset and workflow management and traceability in industrial and commercial environments.	Recognition by Department of Energy (DOE) for best practices regarding climate scenario analysis.	Named a top workplace by Forbes, named to Newsweek’s list of America’s Most Trusted companies, received CRN’s 5 star rating for Top Channel Partner Program for 6th year in a row.
Added approximately 500 patents and patent applications, bringing the patent portfolio to over 6,500 patents and patent applications worldwide.	Launched new mobile computing series equipped with latest 5G and Wi-Fi 6E wireless technologies. Also launched series of rugged tablets for Transportation & Logistics and Retail associates for assisted selling, line busting tasks and point of sale capabilities.	Committed to energy intensity reduction at Zebra sites in partnership with the DOE’s Better Plants program.	Continue to expand inclusion network groups. Made our Inclusive Leadership Workshop mandatory. Also launched The Green Herd, our first employee network dedicated to sustainability.

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Proxy Summary Corporate Governance COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Zebra Technologies Corporation, the NASDAQ Composite Index and the RDG Technology Composite Index $ 500 450 400 350 300 250 200 150 100 50 0 12/14 12/15 12/16 12/17 12/18 12/19 • Zebra Technologies Corporation • NASDAQ Composite • RDG Technology Composite *$100* $100 invested on 12/31/1417 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. 12/14 12/15 12/16 12/17 12/18 12/19 Zebra Technologies Corporation 100.00 89.98 110.79 134.09 205.70 329.98 NASDAQ Composite 100.00 106.96 116.45 150.96 146.67 200.49 RDG Technology Composite 100.00 103.42 118.01 161.58 162.31 238.96

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

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Corporate Governance

Zebra believes that strongis committed to a corporate governance practices help createstructure that creates long-term value for our stockholders.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 17,18, provide the framework for our corporate governance and assist the Board in fulfilling its dutyduties to stockholders. Our commitmentWe are committed to engaging with our stockholders to understand their concerns with our corporate governance practices,views. In addition, we continue to align withreview evolving market practice andin alignment with the needs of our business is vital to ensuring Zebra is managed and monitored in a responsible and value-driven manner. Corporate Governance Highlights Seven of our eight directors, including our new director Annual Board and committee self-evaluations nominee, are independent Including our new director nominee, 38% of our Board is diverse Majority voting in uncontested director elections Separate Chairman and CEO roles NEW Our Insider Trading Policy expressly prohibits hedging, pledging and short selling Zebra securities Independent Chairman Robust stock ownership guidelines for Executive Officers and non-employee directors Independent standing Board committees No poison pill in place Regular executive sessions of independent directors Annual “say-on-pay” advisory vote Board comprised of directors with an effective mix of NEW Stockholder engagement program skills, experience and perspectives Use of outside experts, such as independent auditors, NEW Clawback Policy applicable to all Section 16 Officers and compensation consultants and financial advisors Annual individual director evaluations directors Risk oversight by the entire Board and its committees 12 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.combusiness.

	Corporate Governance Highlights
	Eight of our ten directors are independent		Proxy access by-law
	30% of our Board is gender diverse and 20% 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 three new directors in the last four years		Our Insider Trading Policy expressly prohibits hedging, pledging and short selling Zebra securities
NEW	Separate Executive Chair and CEO roles with a Lead Independent Director		Robust Stock Ownership Guidelines, which are applicable to Executive Officers and directors
	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
	Board reviews executive succession planning and director refreshment regularly		No poison pill in place

Proxy Summary Election of Directors Back to Contents

Stockholder Engagement

In 2019,2022, as part of our efforts to continuously improveunderstand and be responsive to the views of our governance practices,stockholders, we implemented a targetedcontinued our robust stockholder engagement program. Inprogram, which was first initiated in 2019. A cross functional team from investor relations, legal, and executives along with our stockholder engagement program’s inaugural year, membersIndependent Chair of the Board conducted outreach to our management team met with major stockholders and discussedproxy advisory firms, and we engaged with them on a varietybroad range of business strategy, governance, related, compensation, and corporateenvironmental and social responsibility topics, including those listed below. For more information on our stockholder engagement program, see Stockholder Engagement on page 21. Reached out25.

Sustainability

Zebra’s sustainability priorities support a sustainable business model and align with our values, core competencies and strategy. For more information on our sustainability initiatives, see Sustainability on page 26.

Back to 17 investors, representing 47% of stock outstanding Engaged with 8 investors, representing 36% of stock outstanding Discussed a variety of topics, including: • Executive compensation structure and strategy • Board composition, including diversity and Board refreshment • Our governance practices • Our corporate social responsibility initiatives Contents

Election of Directors

The Board of Directors consists of eightten directors. SevenEight of our directors are independent under NASDAQNasdaq listing requirements; the eighth director isninth and tenth directors are Zebra’s CEO. We are pleased to include Linda M. Connly as a new nominee for director this year. AllChief Executive Officer and our Executive Chair, newly elected effective March1, 2023. Each of the otherdirector nominees currently serveserves as a director of Zebra. Andrew K. Ludwick will be retiring for the Board effective as of the For more information, see Election of Directors on page 25. election of his replacement at the Annual Meeting. The Board of Directors believes that the current director nominees and continuing directors have an appropriate mix of knowledge, experience, skillsets, tenure skills, gender and ethnicitydiversity to effectively oversee and constructively challenge the performance of management in the execution of Zebra’s strategy. Name Age Director Since Primary Occupation Independent Committee Memberships Current Other Public Directorships ContinuingFor more information, see Election of Directors Class I Directors Chirantan “CJ” Desai 49 2015 Chief Product Officer, ServiceNow CC 0 Richard L. Keyser 77 2008 Retired Chairman Emeritus, CC (Chair), 0 W.W. Grainger, Inc. NGC Ross W. Manire 68 2003 Retired Presidenton page 31.

Name	Age	Director Since	Primary Occupation	Independent	Committee Memberships	Current Other Public Directorships
Class I Directors
Chirantan “CJ” Desai	52	2015	Chief Operating Officer, ServiceNow		CC	0
Richard L. Keyser	80	2008	Retired Chairman, W.W. Grainger, Inc.		CC (Chair), NGC	0
Ross W. Manire	71	2003	Retired President and Chief Executive Officer, ExteNet Systems, Inc.		AC (Chair), NGC	1
Class II Directors
Nelda J. Connors	57	2022	Founder, Chairwoman and CEO, Pine Grove Holdings, LLC		AC	3
Frank B. Modruson	63	2014	President of Modruson & Associates, LLC and Former CIO, Accenture		AC, NGC	0
Michael A. Smith	68	1991	Lead Independent Director, Zebra Technologies, Chairman and Chief Executive Officer, FireVision LLC		CC, NGC (Chair)	0
Class III Directors
William J. Burns	55	2023	Chief Executive Officer, Zebra Technologies		None	0
Linda M. Connly	57	2020	Expert Partner, Bain & Company		AC	0
Anders Gustafsson	62	2007	Executive Chair of the Board, Zebra Technologies		None	1
Janice M. Roberts	67	2013	Partner, Benhamou Global Ventures		CC	1
AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee

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Board Composition Snapshot

Zebra’s Board is composed of ten highly qualified directors whose experience, skillsets, tenure and CEO, ExteNet AC (Chair), 1 Systems, Inc. NGC Class II Directors Frank B. Modruson 60 2014 Former CIO, Accenture AC 1 Michael A. Smith 65 1991 Chairmanpersonal characteristics complement those of thefellow directors to create a balanced Board Zebra Technologies, AC, CC, NGC 0 Chairmanwith diverse viewpoints and Chief Executive Officer, FireVision LLC (Chair) Class III Directors Anders Gustafsson 59 2007 Chief Executive Offfcer, Zebra Technologies None 2 (retiring from one board effective May 19, 2020) Janice M. Roberts 64 2013 Partner, Benhamou Global Ventures CC 3 NEW Director Nominee Class III Linda M. Connly 54 Founder and Chief Executive Offfcer, The Connly Advisory Group LLC 0 AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee Zebra Technologies Corporation I 2020 Proxy Statement 13deep expertise. For more information on Board Composition see page 32.

Proxy Summary Back to Contents

Executive Compensation Board and Director Nominee Composition Snapshot* Age Tenure 2 >65 years 4 56-65 years 2 / 45-55 years 3 >12 years 2 0-5 years 3 6-12 years * Includes all continuing directors and new director nominee. Executive Compensation

Compensation Program Highlights

Zebra is seeking your advisory vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement. InvestorsStockholders continue to be supportive of our compensation programprogram’s structure and its alignment of pay with performance. This was conveyed by 97.20%90.29% of votes cast at Zebra’s 20192022 Annual Meeting in support of say-on-pay. As such, ourOur Compensation Committee believes that ourthe current structure of our compensation program adequately aligns compensation with stockholder’sstockholders’ long-term interests, balancing profitability, and growth and maintained our program structure in 2019.the ability to attract and retain talent. For more information on Zebra’s compensation program, seeCompensation Discussion and Analysis, beginning on page 34. WHAT WE DO A significant portion of targeted executive pay is at-risk because it is based on performance and ultimately may not be earned and paid out We align compensation with stockholder interests by linking incentive compensation to Zebra’s overall performance We target executive compensation at the median of our benchmarks, including our peer group, and compensate based on each Executive’s performance We have robust Stock Ownership Guidelines for our Named Executive Officers and non-employee directors We require Named Executive Officers and directors to retain 50% of vested equity awards or exercised stock appreciation rights until Stock Ownership Guidelines are met WHAT WE DON’T DO X We expressly forbid option and stock appreciation rights (“SAR”) repricing without stockholder approval X We expressly forbid exchanges of underwater options or SARs for cash X We do not provide perquisites X We do not guarantee salary increases or non-performancebased bonuses X We do not offer tax gross-ups, except for two legacy arrangements granted prior to 2011, which include arrangements with our CEO and Mr. Terzich, who will be retiring effective July 1,2020 We consider, and attempt to mitigate, risk in our compensation program NEW Our Insider Trading Policy expressly prohibits hedging or pledging of Zebra securities X 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 NEW We adopted a Clawback Policy applicable to all Section 16 Officers and directors 14 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com48.

	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 directors			We do not guarantee salary increases or non-performance- based bonuses
	We require Section 16 Officers and 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
	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

Proxy Summary Executive Compensation 2019Back to Contents

2022 Elements of Compensation

Our Executive 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 2019.2022. In addition, a majority of the Named Executive Officers’ compensation — consisting of target long-term and target short-term incentive compensation combined — is performancebasedperformance-based or “at risk.” CEO Target Short-Term Incentive Mix 11.0% 13.8% Target Short-Term Incentive Base Salary i 89% AT-RISK I COMPENSATION 30% 20% 75.2% Target Long-Term Equity Net Sales Adjusted EBITDA Margin EAI Index Other NEOs Target Long-Term Incentive Mix 19.6% Target Short-Term Incentive 55.9% Target Long-Term Equity 75.5% AT-RISK COMPENSATION 24.5% Base Salary Time-Vested SARs Time-Vested Restricted Stock Performance-Vested Restricted Stock Zebra Technologies Corporation I 2020 Proxy Statement 15

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ProxyStatement

Proxy Statement WeareprovidingyouwiththeseproxymaterialsinconnectionwiththesolicitationbyZebra’sBoardofDirectorsofproxiesforour 2020 2023AnnualMeetingofStockholders.WewillholdthevirtualAnnualMeetingat10:30a.m.,CentralTime,onThursday,May 14, 2020, 11,2023.TheAnnualMeetingwillbeconductedsolelybyremotecommunication,inavirtualonlyformat,whichcanbeaccessedat our headquarters at 3 Overlook Point, Lincolnshire, Illinois 60069. www.virtualshareholdermeeting.com/ZBRA2023,inordertoenableagreaternumberofstockholderstoattend.StockholderswillnotbeabletoattendtheAnnualMeetinginperson.

In accordance with rules and regulations of the Securities and Exchange Commission, (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing the proxy materials, which include this Proxy Statement and the accompanying proxy card, notice of meeting, and Annual Report to stockholders, to our stockholders over the Internet, unless otherwise instructed by the stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials was first mailed on or before April 2, 2020March 31, 2023 to all stockholders of record as of March 20, 2020,17, 2023, the record date.

This Proxy Statement contains important information regarding our 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. 16 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com

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CorporateGovernance

Corporate Governance Policies

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 12,8, and policies, listed below, provide the framework for our corporate governance and assist the Board in fulfilling its dutyduties to stockholders. The Board reviews (and if necessary, modifies) the below policies periodically to ensure they reflect sound corporate governance practices. Policy Description Corporate Governance Guidelines Addresses matters relating to the composition and operations of the Board of Directors and the committees of the Board. The Corporate Governance Guidelines are reviewed annually by the Nominating and Governance Committee and were last amended in February 2019. Code of Conduct Applies to directors, Executive Officers and employees, and addresses Company policies and procedures intended to promote ethical and lawful behavior. All employees are required to complete annual compliance training on our Code of Conduct. A new Code of Conduct was approved in May of 2019. Code of Ethics for Senior Financial Officers Applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and addresses matters such as honest and ethical conduct and compliance with laws and regulations, particualrly in relation to financial records and periodic reports. Our Code of Ethics for Senior Financial Officers was adopted in 2003, and was last reviewed in August of 2019. Related Party Transactions Policy Applies to directors and Executive Officers, and establishes Zebra’s processes for identifying, approving or ratifying, monitoring and disclosing Related Party Transactions. See Related Party Transactions on page 23 for additional information. We adopted an enhanced Related Party Transactions Policy in October 2019. Interlocking Directorate Policy Applies to directors and Executive Officers, and establishes Zebra’s processes for identifying, approving and monitoring Zebra’s directors’ and Executive Officers’ simultaneous service as a director or Executive Officer at two entities to ensure compliance with anti-trust regulations. Our Interlocking Directorate Policy was adopted in February of 2020. Prohibition against hedging, pledging and short selling Zebra securities Our Insider Trading Policy prohibits our directors, Executive Officers, employees and their family members who share their household from entering into hedging transactions with respect to Zebra securities. The Insider Trading Policy also prohibits individuals from holding Zebra securities in margin accounts or pleging Zebra securities as collateral for a loan. Individuals are also prohibited from entering into any transaction designed to insulate them from upside or downside price movement in Zebra securities, including, but not limited to, the purchase or sale of puts or calls; entering into prepaid variable forward contracts, equity swaps, collars or exchange funds; and engaging in short sales in Zebra securities. The Insider Trading Policy was last amended in May of 2019. Clawback Policy Applies to Section 16 Officers, and provides for the recoupment of equity awards and cash incentive payments in the event of either a financial restatement resulting from executive misconduct or gross negligence, or where executive misconduct results, or could result, in termination for cause, including a willful violation of any material obligation under an employment, confidentiality, non-solicitation, non-competition or any similar type agreement. Our Clawback Policy was adopted in March of 2020.

Zebra’s governance documents, including the charters of the Audit, Compensation and Nominating and Governance committees of the Board, are available on Zebra’s website at http://www.zebra.com under “Investors-Governance-Governance Documents.”

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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 candidates.candidates to the Board. The Nominating and Governance Committee relies on several sources to identify potential directors, including referrals from current Board members and management, suggestions from stockholders, and individual self-nominations. In 2019 and 2020, the Nominating and Governance Committee engaged with a number of sources to Zebra Technologies Corporation I 2020 Proxy Statement 17

Corporate Governance Director Independence identify prospective candidates for director nominees, including internal recommendations, Spencer Stuart and JPMorgan Chase’s Director Advisory Services. The Committee also worked withself-nominations, search firms as well as organizations that provide diverse candidates,candidates.

Consideration of potential Board members involves a robust diligence process, including The Last Mile Groupa series of internal discussions, review of the candidates’ qualifications and Him for Her. interviews with promising candidates. Candidates from all sources are evaluated in the same way and are subject to the same standards.

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 skillsskillsets 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 32. We believe that Board candidates must exhibit certain minimum characteristics, such as: sound judgment and an even temperament, high ethical standards and a healthy view of the relative responsibilities of Board members and management. In addition, our Board members should be independent thinkers, articulate and intelligent, and be able to commit sufficient time and attention to Zebra’s business. The Nominating and Governance Committee’s Charter sets forth other important criteria, including experience as a board member of another publicly-traded company; experience in industries, global businesses or with technologies relevant to Zebra; accounting or financial reporting experience; independence; andCommittee also considers the diversity of race, ethnicity, gender, nationality, age, cultural background and ethnicity. 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 directors whose terms will expire at the upcoming annual meeting of stockholders.directors. When deciding whether to nominate an existing director for re-election, the Nominating and Governance Committee will confirm that the director meets the criteriacharacteristics described above, but also will consider matters such as whether the director:

The Nominating and Governance Committee seeks to have a Board composed of potentialdirectors with diverse backgrounds and qualifications that create a composite mix of experience, knowledge and skillsets that will allow the Board members involved a series of internal discussions, review of the candidates’ qualifications and interviews with promising candidates. Candidates from all sources were evaluated in the same way and were subject to the same standards.fulfill its responsibilities. Although the Board does not have a specific diversity policy, it considersthe Nominating and Governance Committee Charter includes a stated commitment to diversity, ofproviding that the Nominating and Governance Committee will consider race, ethnicity, gender, nationality, age, cultural background, and professional experience and Board tenure in evaluating Board candidates and in nominating existing directors for re-election. The Board views diversity as an important factor because the Board believes that a variety of points of view contributescontribute to a more effective decision-making process. When recommending Board candidates for election or re-election by stockholders, the Board and Nominating and Governance Committee focus on how 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.

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Board, Committee and Director Evaluations

The Board believes that Board and committee self-evaluation processes,self-evaluations, as well as individual director evaluations, are the most effective means of assisting in determining whether the Board and its committees are operating effectively and whether a director should continue to serve in that capacity. The Independent Chairman andUnder the direction of the Nominating and Governance Committee, conduct an annual evaluation of the Board and the committees of the Board conduct annual self-evaluations. In addition, under the direction of the Nominating and Governance Committee, the Lead Independent Director coordinates annual self-evaluations of the individual directors.directors of the Board. These assessments typically consist of the directors completingpreparing a self-assessment questionnaires and the ChairmanLead Independent Director conducting one on oneone-on-one interviews with each director and reporting on the results backprocess to the Nominating and Governance Committee. The Chairman presentsLead Independent Director reports to the results of those questionnairesfull Board on the process and discussions as they relate to the Board and its committees to the full Board.committees. The Board assesses its contribution as a whole and the individual committees’ contributions, as compared to their respective charters, and identifies areas in which improvements may be made. The Chairman presentsLead Independent Director reports on the results of the individual director assessmentsprocess to the Nominating and Governance Committee and the Nominating and Governance Committee discusses the individual directors’ performance and contributions and determines whether reelectionre-election of incumbent directors is appropriateappropriate. The Nominating and whetherGovernance Committee and the Lead Independent Director periodically review the evaluation processes of the Board and its committees as well as the evaluation process of the individual directors. In addition, the Lead Independent Director encourages directors to provide feedback outside of the self-evaluation process. Examples of changes made in response to the self-evaluation process over the last few years include:

The results of the 2022 Board and committee self-evaluations and individual director educationevaluations confirmed the Board’s belief that the Board and development opportunitiesits committees are appropriate. currently operating effectively.

Director Independence

Under our Corporate Governance Guidelines and NASDAQNasdaq listing rules, a majority of our directors must be independent. Under NASDAQNasdaq listing rules, a director does not qualify as independent unless the Board affirmatively determines that the director has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In February 2020,2023, the Nominating and Governance Committee reviewed the independence of all Zebra directors and determined, and the Board formally approved, that each director, except William J. Burns, our Chief Executive Officer, and Anders Gustafsson, our CEO,Executive Chair of the Board, is independent under NASDAQNasdaq listing rules, and that no director other than Mr. Gustafsson or Mr.Burns has a relationship that would 18 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com

Corporate Governance Limitation on Service on Other Boards interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In March 2020, the Nominating and Governance Committee reviewed the independence of Linda M. Connly and determined, and the Board formally approved,

Board Leadership Structure

Under our Corporate Governance Guidelines, annually, the Board may be ledshall appoint a chair of the Board from among its members, as determined from time to time by the Board based upon the Board’s assessment at the time of the best governance for Zebra and the Board. If the individual appointed to serve as chair is not an independent Chairman, or the roles of Chairman and CEO may be combined. When the CEO also serves as Chairman, the Corporate Governance Guidelines provide thatdirector, the independent directors mustshall also appoint a Lead Independent Director. With the recent CEO succession, the Board has selected Anders Gustafsson, Zebra’s former CEO, as Executive Chair of the Board. Over his tenure as CEO, Mr. Gustafsson has created tremendous value for stockholders and has established himself as a Company leader for stakeholders, making him an independent lead director. Theinvaluable leader for the Board at this time. Maintaining separate CEO and chair roles allows for the Company to benefit from Mr. Gustafsson’s extensive knowledge of the business and industry and to meet governance best practices.

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In his capacity as Executive Chair of the Board, Mr. Gustafsson’s duties include, but are not limited to, the following:

Presiding at all meetings of stockholders and of the Board, including executive sessions of the whole Board		Encouraging director participation at meetings and promoting effective communication on developments occurring between Board meetings
Approving Board agenda items, in collaboration with the Chief Executive Officer and Lead Independent Director, and Board and committee meeting schedules as well as monitoring the quality of the information sent to the Board		Making himself available to major stakeholders if requested and where appropriate
Working with the Lead Independent Director, Chief Executive Officer and Board on the Company’s talent management, which includes succession planning of our Executives and their teams		Working with the Compensation Committee and Lead Independent Director on talent development plans for the Chief Executive Officer and other key members of senior management as well as oversight of the Chief Executive Officer’s performance review
Working with the Nominating and Governance Committee and Lead Independent Director with respect to oversight of corporate governance matters; assignment of directors to Board committees and assignment of committee chairs; oversight of continuing education for directors; as well as recruitment, selection and orientation of new Board members		Acting as a liaison between management and the Board

With the appointment of Anders Gustafsson as Executive Chair, the Board has determined that it is in the best interest of the Company at this time to separatealso appoint a lead independent director. The appointment of a lead independent director ensures that the positions ofindependent directors continue to have robust leadership in the Chairman and CEO. The Board believes that separating the positions of Chairman and CEO allows our CEO to focus on facilitating strong executive leadership as wellboardroom. Michael Smith has been appointed as the day-to-day operational, financial and performance matters necessary to operate Zebra’s business while allowing the Chairman to focus on leading the Board in providing independent oversight of management. MichaelLead Independent Director effective March 1, 2023. Mr. Smith has served as an independent director since 1991 and served as our independent Chairman since 2007. In that capacity, Mr. Smith presides at all meetings of stockholders andChair of the Board including executive sessionsfrom 2007 to 2023 when Mr. Gustafsson was appointed as Executive Chair. Mr. Smith provides independent leadership that reflects his experience with Zebra and the operation and history of the whole Board andBoard. In his capacity as Lead Independent Director, Mr. Smith’s duties include, but are not limited to, the following:

Calling meetings of independent directors, executive sessions, Board meetings and meetings with individual directors and members of management		Facilitating discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of the Chief Executive Officer and management succession planning
Serving as liaison between independent directors, the Executive Chair and other members of management		Encouraging director participation at meetings and promotes effective communication on developments occurring between Board meetings
Briefing the Chief Executive Officer on issues arising from executive sessions		Making himself available to major stakeholders if requested and where appropriate
Collaborating with the Executive Chair and CEO to review and approve Board agendas and relevant information provided to the Board in collaboration with the Executive Chair and CEO		Leading Board meetings when the Executive Chair is not present and providing feedback to Executive Chair and management from any meetings of independent directors, when appropriate
Leading the independent Directors’ evaluation of the CEO and Executive Chair’s effectiveness, including meeting with each independent director and gathering feedback		Presiding at all executive sessions of the independent directors
Coordinating the Board’s, committees’ and individual director’s self-assessments and evaluation processes, as well as recruitment, selection and orientation of new Board members		Providing advice and counsel to the Executive Chair and Chief Executive Officer

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Executive Sessions

The Board and its committees regularly meet in executive session with and without the CEOExecutive Chair and/or Chief Executive Officer present. No formal action of the Board is taken at executive sessions, although the independent directors other than CEO may subsequently recommend matters for consideration by the full Board. The independent directors other than the CEO discuss, among other things, priorities for upcoming sessions, considerations for the Annual Meeting of Stockholders, the performance evaluation of that Ms. Connly is independent under NASDAQ listing rules, and that she does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. the independent directors. Mr. Smith’s other duties include, but are not limited to, calling meetings of independent directors; advising the CEO of matters discussed in executive sessions when appropriate; approving Board agenda items, in collaboration with the CEO; acting as a liaison between management and the Board; approving information sent to the Board; approving Board and committee meeting schedules; working with the Nominating and Governance Committee with respect to recruitment, selection and orientation of new Board members as well as coordinating the Board’s self-assessment and evaluation processes; working with the Compensation Committee on succession and talent development plans for the CEO and other key senior executives, as well as director succession and development plans; and, if requested by major stockholders, making himself available to them. Mr. Smith provides independent leadership that reflects his experience with Zebra and the operation and history of the Board. the CEO,Chief Executive Officer, the compensation of the CEO,Chief Executive Officer and other members of senior management, talent management, development and succession planning, updates on Zebra’s business, risk management activities and strategies and management’s strategies for achieving Zebra’s long-term strategic goals.goals, including review of merger and acquisition proposals. The independent directors other than the CEO may invite guest attendees, such as management, other employeesor independent consultants, when appropriate, for the purpose of providing the independent directors other than the CEO with information or counsel on specific matters.

Board Meetings

During 2019,2022, our Board of Directors met nineeight times. All directors attended 75 percent or more of the meetings of our Board and the standing committees on which they served in 2019.2022. 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 20192022 Annual Meeting.

Limitation on Service on Other Boards

The Corporate Governance Guidelines limit the number of other publicly traded for-profit boards on which a non-employee director may serve to four. Employee directors and Executive Officers, other thanincluding the CEO,Chief Executive Officer, may serve on the board of one publicly traded for-profit entity other than Zebra’s Board. Prior to accepting an invitation to serve on another public company’s board, directors must inform and receive approval from the chair of Zebra’s Board. In approving such board service, the chair considers whether the director’s service on another public company’s board complies with Zebra’s Corporate Governance Guidelines, creates a conflict of interest, including an interlocking directorate, or whether such board service would otherwise interfere with such director’s service as a director of Zebra. A director employed by Zebra Board, as approved bysolely in the Chairman. The CEOcapacity of Executive Chair may serve on the board of directors of up to two other publicly traded for-profit entities, in additionsubject to approval from the Zebra Board, as approved by thelead independent director. These policies and directors’ compliance with these policies are reviewed at least annually and all directors comply with these limitations.

Director Onboarding and Development

The Nominating and Governance Committee.Committee of the Board oversees the onboarding of new directors and continuing director education. Zebra Technologies Corporation I 2020 Proxy Statement 19

Corporate Governance Director Onboardingprovides robust orientation and Development Director Onboardingon-boarding to new directors that are designed to familiarize them with Zebra and Development Directors are providedour culture, industry, strategy and operations, including talent development and strategy; financial statements, internal controls and related policies; corporate governance practices; as well as the roles and responsibilities of a director and of the Board generally. Zebra’s orientation program includes meetings with the Company’s management, invitations to attend the meetings of each committee of the Board and comprehensive background materials.

Zebra also values and strongly encourages continuing director education. Zebra provides its directors with various forms of training, education includingand business-specific learning opportunities throughthroughout the year, including Company site visits includingand site visits to major customers, as appropriate; briefings on business updates; and briefing sessionspresentations to the Board and its committees on Zebra’s business (including specific updates on our products, solutions and services), industry and governance trends, regulatory developments and best practices. We regularly provide the Board and its committees with other educational materials on topics that are relevant to Zebra. Directors are also strongly encouraged to attend additional continuing education programs designed to enhance the performance of individual directors and the Board as a whole. Zebra reimburses the costs of continuing director education programs. For new directors, Zebra providesprograms provided by third parties.

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Management Development and Succession Planning

Our Board acts as an orientationadvisor and on-boardingcounselor to familiarize them with the Company, the industry, Zebra’s long-term strategic vision, our corporate governance practicessenior management and the role andmonitors their performance. A primary responsibility of a director andour Board is to plan for the succession of the Chief Executive Officer as well as other senior management positions. Management reports regularly to our Board generally. on Zebra’s program for succession and management development, including Zebra’s performance management and talent management processes. Our Board also becomes familiar with potential successors for senior management positions through various means, including, but not limited to, performance evaluations and talent reviews, Board and committee presentations and regular informal meetings. These development and succession planning activities resulted in the successful internal promotion of William J. Burns to Chief Executive Officer in 2023, Robert Armstrong to Chief Marketing Officer in 2023, Joseph White to Chief Product & Solutions Officer in 2023, Tamara Froese to Chief Supply Chain Officer in 2022, and Nathan Winters to Chief Financial Officer in early 2021.

Oversight of Risk Management

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. BOARD OF DIRECTORS Oversees Major Risks The Board’s leadership structure supports its risk oversight function by having separate independent Chairman and CEO 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 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 and from a risk committee made up of management employees regarding the identification and management of risk in our businesses. • Oversees risks related

Back to compliance and financial reporting, internal controls, internal audit processes, related party transactions, information technology and cybersecurity. • Oversees risks related to our compensation policies and practices, succession planning and talent management processes. • Oversees risks related to the Company’s governance practices, social responsibility matters as well as the composition of the Board and committees of the Board, director independence, Board performance and succession planning. 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. 20 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.comContents

Corporate Governance Stockholder Engagement

The Audit Committee, Compensation Committee and Nominating and Governance Committee report regularly to the Board regarding their oversight roles, and the Board regularly discusses significant risks facing Zebra. Management categorizes identified evaluates risk from these six distinct but overlapping risk areas:

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 and external ISO 27001:2013 certifications for certain parts of our business. Management also briefs the Audit Committee on cybersecurity matters quarterly and the full Board as necessary. Zebra has a documented policy for timely communication to the Audit Committee for any consequential security incident. 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, 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 reviews each significant element of compensation for the purpose of determining whether that element-includingelement—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 2019,2022, management reviewed base salaries, the 20192022 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.

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Stockholder Engagement

Our stockholders’ insights and feedback are important elements of our Board and management team’smanagement’s decision-making process. In 2019, as partThroughout the year, members of our efforts to continuously improve our governance practices, we implemented a targetedmanagement and the Board seek stockholder engagement programfeedback to obtain a better understanding of our stockholders’ perceptionsviews.

In 2022, we continued our robust stockholder engagement program by reaching out to stockholders who in the aggregate held greater than 50% of our business strategy, governance, compensation and sustainability practices.outstanding stock. Members of our senior management and Chair of the Board metultimately engaged with stockholders who in the aggregate holdrepresenting approximately 47%30% of our shares outstanding. Of the stockholders who acceptedoutstanding stock. In these meetings, we discussed:

In these discussions, several common themes emerged:

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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 with the goal of continuing to evolve our practices to best meet the needs of the Company and its stakeholders. Contacted Engaged

Sustainability

At Zebra, Technologies Corporation I 2020 Proxy Statement 21

Corporate Governance Corporate Social Responsibility Corporate Social Responsibility Zebra believes in doing well by doing good. Ouras a responsible corporate social responsibility initiatives focuscitizen, we are committed to a sustainable business that will benefit our stakeholders. We are focused on environmental, socialadvancing our efforts across human capital management, climate and governance initiatives. This includes focusing on improving the environmental impact of our products and solutions, performing business reviewsresource conservation, with objectives that align with our suppliers, protectingbusiness model and developing our employees and investing in the communities where we live and work. Management reports to the Board on Zebra’s corporate social responsibility initiatives. The Board also oversees risks related to sustainability and human capital management.strategy. Additional information on our corporate social responsibilitysustainability initiatives is available on Zebra’s website at http://www.zebra. comwww.zebra.com under “Corporate Social Responsibility.”

Oversight

Our Board of Directors oversees risks and opportunities related to Zebra’s sustainability initiatives as well as related disclosures. Zebra has established a cross-functional Sustainability Council with executive oversight to advance our sustainability initiatives and reporting. Our Sustainability Council provides sustainability 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 sustainability initiatives and related reporting.

We are a member of the Responsible Business Alliance, formerly known as Electronic Industry Citizenship Coalition. We deploy responsible sourcing management programs related to supplier engagement, awareness and training, human capital, and conflict minerals. Zebra performs onsite audits of our Tier I manufacturers regularly and engages strategic Tier II component suppliers in third-party validated assessments (EcoVadis). Zebra conducts regular management reviews with suppliers to monitor performance of its responsible sourcing management programs.

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.

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Human Capital Management

Culture & Development

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 sustainability 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 the Compensation Committee on the performance, 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. Our flexible work model and various employee health and well-being programs bolster our employee engagement and relations. We consider our relations with our employees to be very good. In addition, we believe our compensation structure aligns with our stockholders’ long-term interests by balancing profitability and growth, as well as current market practices, and reflects the Company’s commitment to pay for performance.

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 identify the skills we need to proactively develop in our 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.

Diversity & Inclusion

We believe a diverse workforce and inclusive workplace contributes to our strong Company culture, where all employees are seen, heard, valued and respected. Our culture is deeply embedded within our Inclusion and Diversity Vision. Our Inclusion and Diversity Council provides governance around this framework and reviews our progress in these areas. We continue to encourage joint accountability for an inclusive culture through both individual performance goals, and our Company-wide performance management process. We encourage employees to champion Inclusion & Diversity, work in their community, and exchange ideas with customers to further their personal development.

Our Employee Resources Groups, (internally recognized as Inclusion Networks), are employee-driven, executive sponsored communities which foster a more inclusive workplace by bringing together employees from across the business to empower, support and learn from each other. The inclusion networks promote collaboration and host productive dialogue to help all Zebras understand the unique needs of our diverse employee populations. Currently at Zebra, we have eight inclusion networks: Women’s Inclusion Network (WIN), Zebra Equality Alliance (ZEAL), Zebra Veteran’s Inclusion Network (VETZ), Zebras of African Descent (ZAD), Zebra Hispanic/Latinx Inclusion Network (UNIDOS), Zebras of All Abilities (ZoAA), Zebra’s Early Career Inclusion Network (EDGE), and Zebra Asian Inclusion Network (A2Z). In 2022, we launched The Green Herd employee network to support grassroot sustainability efforts, inspire a conversation mindset at each Zebra site, and support and develop focus areas for active employee engagement across the globe.

We have established talent acquisition partnerships with organizations such as Society of Women Engineers (SWE), National Society of Black Engineers (NSBE), Disability:IN, Hispanic Alliance for Career Enhancement (HACE), Hiring our Heroes (HOH), Out in STEM (oSTEM), as well as Hispanic Serving Institutions (HSIs) to enhance our recruitment efforts and deepen our partnership with diverse talent. In addition to external outreach, we provide a variety of training including unconscious bias awareness for all employees, interviewing bias awareness training for hiring managers, and a mandatory Inclusive Leadership workshop for all people leaders. There are additional diversity and inclusion learning tools and resources available for all Zebras, including discussion forums and on-demand learning geared specifically toward focusing on the development of our diverse talent. Additionally, we have launched employee development programs with external coaching and partnered with CEO Action’s Executive Level Mentoring Initiative.

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Climate

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. A detailed disclosure of the collaboration and results of the climate scenario analysis are posted on the DOE’s website. 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.

Zebra’s commitment includes a 50% reduction in absolute scopes 1 and 2 greenhouse gas (GHG) emissions by 2030 from its 2020 baseline. The company has also committed to reduce absolute scope 3 GHG emissions from purchased goods and services and the use of sold products by 15% within the same timeframe.

The targets covering GHG emissions from Zebra’s operations (scopes 1 and 2) are consistent with reductions required to keep warming to 1.5°C, the most ambitious goal of the Paris Agreement. Zebra’s emissions target from its value chain (scope 3) meets the SBTi’s criteria for ambitious value chain goals, in line with current best practice.

Zebra’s low-carbon transition plan includes supplier engagement to reduce emissions related to purchased goods, product innovation to reduce energy during customer use, and its partnership with the DOE’s Better Climate Initiative for technical assistance on its science-based targets.

Resource Conservation

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 sustainability 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.

Through detailed product life cycle analysis, we can understand the environmental impacts of our solutions from supplier sourcing through to production and customer use. We also:

Our holistic approach to product design led to the industry’s first compostable print cartridges from potato starch. We launched this product for the home office market in 2021.

In addition, the rugged 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 BusinessIntelligenceGroup recognized the Zebra Circular Economy Program with a Sustainability Service of the Year award.

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Stock Ownership Guidelines

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 “multiple of pay” stock ownership requirements: Must hold the lesser of: Covered Participant Multiple of Pay Number of Shares Chief Executive Officer 5x annual base salary or 100,000 Executive Vice President 4x annual base salary or 30,000 Senior Vice President 3x annual base salary or 20,000 Vice President 1x annual base salary or 10,000 Non-Employee Directors 5x annual board cash retainer or 10,000

Non-employee directors and covered executivesExecutives 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 executivesExecutives 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 2020,2023, the Compensation Committee reviewed compliance with the Stock Ownership Guidelines as of December 31, 20192022 for all incumbentnon-employee directors and Executive Officers. AllExcept for Nelda Connors (who became a director in February 2022) and Tamara Froese (who became an executive officer in November 2022), each of ourZebra’s Executive Officers and non-employee directors satisfied the applicable stock ownership level. Each of Zebra’s Executive Officers satisfied the applicable stock ownership level with the exception of Mr. Williams, who joined Zebra as our Chief Supply Chain Officer in December 2018. 22 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com

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Related Party Transactions Related Party Transactions In October 2019, the Audit Committee adopted a revised Related Party Transactions Policy that aligns with current best practices, tracks the language of applicable regulations and clarifies the previous policy.

The Related Party TransactionTransactions Policy applies to any transaction where Zebra is a participant, the aggregate amount involved may exceed $120,000, and a related party has a direct or indirect material interest. For this purpose, a “related party” is any director, 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 related party is a partner or has a 10%5% or greater beneficial interest. Zebra’s Related Party Transactions Policy is posted on Zebra’s website at http://www.zebra.com under “Investors-Governance-Governance“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 triggers further review under the Related Party Transactions Policy, the 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, including:

Notwithstanding the foregoing, transactions specifically excluded by the instructions to Item 404(a) of Regulation S-K, the SEC’sSecurities and 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, including our Conflicts of Interest Policy. 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 Zebra director, isparticipant in a partner with BGV. Ms. Roberts personally, as a partnertransaction in BGV and also with an individual investmentfiscal 2022 in BGV II, received an aggregate amount of approximately $526,000 from the Profitect acquisition. Prior to the closing of the Profitect acquisition, the Audit Committee reviewed, and the Board of Directors approved, thewhich any related party transaction. Ms. Roberts was also recused from all Board deliberations related to the Profitect acquisition.of Zebra Technologies Corporation I 2020 Proxy Statement 23had or will have a direct or indirect material interest, as contemplated by Item 404(a) of Regulation S-K.

Corporate Governance

Compliance Reporting Compliance Reporting

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 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.

Communications with the Board

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. 24 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com

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Proposal 1Election of Directors The

Zebra’s Board of Directors currently consists of eightten directors. PerEight of our directors are independent under Nasdaq listing requirements; the ninth director is the Board’s nomination,Executive Chair Anders Gustafsson and the tenth director is Zebra’s Chief Executive Officer William J. Burns. The Board, based on the recommendation of the Nominating and Governance Committee, nominated William J. Burns, Linda M. Connly, AndersGustafsson, and Janice M. Roberts are standingto stand for election at the 2023 Annual Meeting. Mr. Gustafsson and Ms. RobertsMeeting of Stockholders. Each nominee currently serveserves as directorsa director of Zebra. Mr. Andrew K. Ludwick, whose term also expires on the date of the Annual Meeting, will retire from service on the Board and the Audit Committee. Mr. Ludwick has served as director of Zebra for 12 years. The Board thanks Mr. Ludwick and is grateful for his service to Zebra. In addition, on March 23, 2020, after a review of a range of highly qualified candidates based on the criteria outlined under Selecting Nominees for the Board on page 17, and upon the recommendation of the Nomination and Governance Committee, the Board nominated Linda M. Connly to stand for election to the Board at the Annual Meeting as a Class III director. Seven of our directors, including the new director nominee, are independent under NASDAQ listing requirements; the eighth director is Zebra’s CEO.

Our Board of Directors is divided into three classes with staggered three-year terms. Every year we elect one class. In addition to electing the new director nominee, weWe are asking stockholders to re-elect our twofour Class III directors, whose terms expireterm expires this year. If elected, William J. Burns, Linda M. Connly, Anders Gustafsson, and Janice M. Roberts and Linda M. Connly will serve for a three-year term expiring at the 20232026 Annual Meeting and until their successors are elected and qualified.

All of the nominees have consented to stand for election and to serve if elected. However, if at the time of the Annual Meeting any nominee is unable or declines to serve, the individuals named in this 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. Q THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ANDERS GUSTAFSSON, JANICE M. ROBERTS AND LINDA M. CONNLY TO SERVE AS CLASS III DIRECTORS OF ZEBRA.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF WILLIAM J. BURNS, LINDA M. CONNLY, ANDERS GUSTAFSON, AND JANICE M. ROBERTS TO SERVE AS CLASS III DIRECTORS OF ZEBRA.

The following table sets forth information regarding the qualifications and biographical information of nominees for Class III Directorsdirectors and the remainingcontinuing directors. Zebra Technologies Corporation I 2020 Proxy Statement 25

Proposal 1 ElectionBack to Contents

Board Composition

Zebra’s Board is composed of Directorsten 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 the Board on page 19, the below Director ANDERS GUSTAFSSON Class IIISkills 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 Director since: 2007 Age: 59 Committees: None 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. 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 memberSkills 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.

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Biographical Information of Directors of International Paper Company (NYSE: IP), a leading global producer of renewable fber-based packaging, pulpZebra’s Director Nominees and paper products,Continuing Directors

The following biographical descriptions set forth certain background information about our director nominees and of Dycom Industries Inc. (NYSE: DY), a companycontinuing directors, including specific professional experience and individual qualifications that provides construction and specialty servicesled to the telecommunications industry, but will be retiring from Dycom’sconclusion by our Board of Directors effective May 19, 2020. He is a member of the Technology Committee and the Immigration Committee of the Business Roundtable. He also servesthat such person should serve as a trustee of the Shedd Aquarium and is a member of the Civic Committee. Mr. Gustafsson has extensive executive level experience that allows him to bring to the Board of Directors a broad range of skills related to our industry, including knowledge of leadership of complex organizations, corporate strategy and planning, corporate finance and mergers and acquisitions. JANICE M. ROBERTS Class III Director Independent Director since: 2013 Age: 64 Committees: Compensation Ms. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private, and nonproft organizations. She is currently a Partner at Benhamou Global Ventures where she leads early stage enterprise and “crossborder” investments and holds advisory and board positions with portfolio companies. Ms. Roberts currently serves on the boards of NETGEAR, Inc. (NASDAQ: NTGR), RealNetworks, Inc. (NASDAQ: RNWK) and Zynga Inc. (NASDAQ: ZNGA) and was most recently a director of ARM Holdings Plc until its acquisition by the SoftBank Group in 2016. From 2000Zebra.

Nominees for Director

WILLIAM J. BURNS
Chief Executive Officer Class III Director (Term Expires 2023) Director since: 2023 Age: 55 Committees: • None	ProfessionalHighlights Mr. Burns was named Chief Executive Officer, Zebra Technologies, effective March 1, 2023. Bill has more than 30 years of experience in the technology sector and joined Zebra Technologies in 2015. In his prior role as Chief Product & Solutions Officer, he oversaw the strategy, investments, and development of Zebra’s expansive portfolio of products and solutions. During this time, Bill extended Zebra’s market share leadership across its core businesses while entering adjacent and expansion markets, delivered on the company’s Enterprise Asset Intelligence Vision, and strengthened Zebra’s strategic relationships with its customers and partners. Prior to joining Zebra, Bill served as Chief Executive Officer of Embrane, a Silicon Valley-based venture capital backed startup which was acquired by Cisco in April 2015. Prior to joining Embrane, Bill served as Chief Executive Officer of Spirent Communications, a global leader in test and measurement solutions publicly traded on the London Stock Exchange. He also held various executive and sales leadership roles at Tellabs, Inc. Bill has a Master of Business Administration from Temple University, a Bachelor of Science degree in Business Administration from Misericordia University, and an Associates Degree in Engineering from Pennsylvania State University.
	DirectorQualifications Mr. Burns has decades of executive experience in the Software and Hardware industry serving in various executive and leadership roles. In his prior role as Zebra’s Chief Products & Solutions Officer, Mr. Burns gained meaningful insight into Zebra’s portfolio of products and the markets we serve. In addition, Mr. Burns has extensive management experience in technology innovation, including in product development, disruptive innovation, new business models and business model extension, and technology trends. Mr. Burns also offers the Board a broad range of skills, including knowledge of public company corporate governance, corporate strategy and planning, international operations, manufacturing, sales and marketing, and mergers and acquisitions.

Back to 2013, Ms. Roberts served as Managing Director of Mayfield Fund where she continued as a venture advisor until 2014; investing in wireless, mobile, enterprise and consumer technology companies. From 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (which was later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures, and President of the Palm Computing Business Unit. She also serves on the advisory board of Illuminate Ventures and is Co-Chair of GBx Global.org, a curated network of British entrepreneurs and senior technology executives in the San Francisco Bay Area. Ms. Roberts holds a Bachelor of Commerce degree (honors) from the University of Birmingham in the U.K. Ms. Roberts is particularly valuable on our Board because of her extensive experience with technology companies and venture deals and her work on a variety of other boards. Her expertise is important as Zebra expands into additional technological spheres, including the Internet of Things. LINDA M. CONNLY Class III Director Independent Age: 54 Ms. Connly is an operating executive, director and consultant with over 25 years of broad cross-functional experience. Since 2018, Ms. Connly has served as a founder and the Chief Executive Officer of The Connly Advisory Group LLC, a consulting practice that provides advisory services on go-to-market to diagnose sales issues, design goto-market models, share best practices and recommend innovative solutions. Ms. Connly has also been consulting as a Strategic Advisor to Bain & Company as an operating executive on go-to-market transformations and specializing in inside sales models since 2018. From 2018 to 2019, Ms. Connly served as the Interim Executive Vice President of Rackspace where she led a goto-market transformation for a $1.8 billion managed services business. Prior to that, she held numerous roles at EMC Corporation between 2000 and 2016. In 2015, she served as SVP, EMC lead for Global Go-To-Market Integration where she led the go-to-market integration for Dell Technology and EMC, the largest technology merger in history. She continued to serve in leadership roles at Dell Technology after the merger, including, SVP, Enterprise Customer Strategy & Advocacy from 2016 to 2017 and VP, Global Center of Competency, Infrastructure Solutions Group from 2017 to 2018. Ms. Connly also serves as an advisor for Wasabi Technologies, a private company providing cloud storage solutions, and a is a trustee of Saint Anselm College. 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 in 2019. Ms. Connly was identified as a director nominee by The Last Mile Group and Spencer Stuart who were engaged by the Board to assist with identifying director nominees. Ms. Connly’s extensive background will be valuable to Zebra as we expand into new markets and solutions. Ms. Connly’s deep expertise in revenue acceleration and sales resource optimization also make her a valuable addition to Zebra’s Board. 26 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.comContents

LINDA M. CONNLY
Independent Class III Director (TermExpires2023) Director since: 2020 Age: 57 Committees: • Audit	ProfessionalHighlights 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.”
	DirectorQualifications 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.

Proposal 1 Election of Directors Continuing Directors CHIRANTAN “CJ” DESAI Class I Director (Term Expires 2021) Independent Director since: 2015 Age: 49 Committees: Compensation Mr. Desai is Chief Product Officer at ServiceNow, a cloud computing company. From 2013Back to 2016, Mr. Desai served as President of the Emerging Technologies Division at EMC. In this role, he oversaw research and development and new product launches and helped grow new businesses. Prior to working at EMC, Mr. Desai was Executive Vice President at Symantec, where he led the firm’s Information Management Group. In this role, Mr. Desai was responsible for a $3 billion business and a team of approximately 4,000 people. Previously, Mr. Desai was responsible for the Endpoint Security and Mobility group at Symantec, where he became the go-to security expert for top enterprises. Earlier in his career, Mr. Desai built and ran offshore businesses in Bangalore, India for Oracle and Pivotal through which he developed best practices in product development and go-to-market strategy. He began his career with Oracle and was a key member of the team that launched Oracle’s first cloud services. Mr. Desai provides value to our Board by being a strategic thinker with an affinity for innovation. He also has deep expertise in software, product security and best practices in product development and goto-market strategy, especially for enterprise clients similar to those Zebra supports. RICHARD L. KEYSER Class I Director (Term Expires 2021) Independent Director since: 2008 Age: 77 Committees: Compensation (Chair) and Nominating and Governance Mr. Keyser spent much of his career at W.W. Grainger, Inc., 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 2009, and Chairman Emeritus from 2009 to 2010. Prior to joining Grainger in 1986, Mr. Keyser held positions at NL Industries and Cummins Engine Company. Mr. Keyser serves as a trustee of the Shedd Aquarium, a trustee of the Field Museum of Natural History, a director of the US Naval Academy Foundation, and chairman of the National Merit Scholarship Corporation. 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. Mr. Keyser has decades of experience with distributor and reseller channels, the primary means by which Zebra sells its products. His background provides significant strategic and operational benefits to Zebra. ROSS W. MANIRE Class I Director (Term Expires 2021) Independent Director since: 2003 Age: 68 Committees: Audit (Chair as of February 13, 2020) (Financial Expert) and Nominating and Governance 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 1983 to 1989. Mr. Manire is a member of the Board of Directors of The Andersons, Inc. (NASDAQ: ANDE), a diversified business with interests in agribusiness, railcars and retailing. Mr. Manire has particular appreciation for the challenges facing our operations due to his extensive business, operational, accounting and financial knowledge and experience. For example, Mr. Manire’s experience with electronics contract manufacturing provides important expertise with respect to Zebra’s use of contract manufacturers. Mr. Manire’s financial and accounting experience facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. Zebra Technologies Corporation I 2020 Proxy Statement 27Contents

ANDERS GUSTAFSSON
ExecutiveChair Class III Director (TermExpires2023) Director since: 2007 Age: 62 Committees: • None	ProfessionalHighlights Mr. Gustafsson served as Zebra’s Chief Executive Officer and a director from 2007 to March 2023 and has since transitioned to the Executive Chair of the Board. 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. Mr. Gustafsson is a member of the board of directors of International Paper Company (NYSE: IP), a leading global producer of renewable fiber-based packaging, pulp and paper products. Previously, Mr.Gustafsson was a member of the board of directors of Dycom Industries Inc. (NYSE: DY), a company that provides construction and specialty services to the telecommunication industry. He is a member of the Technology Committee and the Immigration Committee of the Business Roundtable. He also serves as a trustee of the Shedd Aquarium and is a member of the Civic Committee of the Commercial Club of Chicago.
	DirectorQualifications Mr. Gustafsson has extensive executive level experience that allows him to bring to the Board a broad range of skills, including knowledge of leadership of complex organizations, corporate strategy and planning, financial controls and accounting, corporate finance, international operations, manufacturing, sales and marketing and mergers and acquisitions. In addition, Mr. Gustafsson has gained meaningful experience in technology and innovation, including in product development, disruptive innovation, new business models and business model extension, and technology trends, as well as cybersecurity risk management. While serving as a director on public company boards Mr. Gustafsson has also gained proficiency in risk management and compliance oversights, corporate governance as well as environmental, sustainability and public policy. The Board benefits from Mr. Gustafsson’s deep knowledge of Zebra’s business and industry.

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Back JANICE M. ROBERTS
Independent Class III Director (TermExpires2023) Director since: 2013 Age: 67 Committees: • Compensation	ProfessionalHighlights 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 has served as a Partner at Benhamou Global Ventures (BGV) since 2014; an early stage global investor in companies that lead the digital transformation of enterprises. From 2000 to Contents2013, Ms. Roberts served as Managing Director of Mayfield Fund, investing in wireless, mobile, enterprise and consumer technology companies. Following the acquisition of BICC Data Networks Ltd, where she was Managing Director, from 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (which was later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures, and President of the Palm Computing Business Unit. Ms. Roberts currently serves on the boards of NETGEAR, Inc. (Nasdaq: NTGR), where she serves on the Audit, Compensation and Subscription Service Strategy Committees, Totango Inc. and Uneeq Ltd. Until May 2022, she served as Lead Independent Director and Chair of the Compensation Committee at Zynga Inc. (Nasdaq: ZNGA). 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 Ventures. Ms. Roberts previously served on the Board of Light Blue Optics Ltd. (dba Kaptivo), a developer of collaboration solutions, from 2017 to 2020, and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017.
	DirectorQualifications Ms. Roberts has almost four decades of global technology operating and venture capital experience, including over 25 years in Silicon Valley. She has held executive roles in Europe and the 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 relevant to Zebra as it continues to transition to more digital, software and service and intelligent automation business opportunities. Ms. Roberts also has considerable board governance experience and capabilities with public, private and non-profit organizations in North America, Europe and Asia, especially relating to compensation (developing significant new executive programs), and most recently leading special litigation work and diversity and inclusion initiatives. She has worked across all committees in her career, having served as chair of the compensation committee, lead independent director and on audit, compensation and strategy committees.

Proposal 1 Election of Directors

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Continuing Directors FRANK B. MODRUSON Class II Director (Term Expires 2022) Independent Director since: 2014 Age: 60 Committees: Audit Mr. Modruson served from 2003

NELDA J. CONNORS
Independent Class II Director (TermExpires2025) Director since: 2022 Age: 57 Committees: • Audit (Financial Expert)	ProfessionalHighlights 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; Otis Worldwide (NYSE: OTIS) where she serves on the Audit and Compensation Committees; 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 BorgWarner (NYSE: BWA) until 2022, 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.
	DirectorQualifications 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 provided her with expertise in corporate governance.

Back 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.Contents

CHIRANTAN “CJ” DESAI
Independent Class I Director (TermExpires2024) Director since: 2015 Age: 52 Committees: • Compensation	ProfessionalHighlights 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 from 2016 to 2022 where he was responsible for their products, platform, technology and cloud infrastructure. From 2013 to 2016, Mr. Desai served as President of the Emerging Technologies Division at EMC, where he oversaw product management, engineering, product marketing, research and development, the launch of new product lines and the growth of new businesses that help customers accelerate their journey to cloud computing. Prior to working at EMC, Mr. Desai was Executive Vice President of Information Management at Symantec, where he led the strategy, development, technical support and delivery of Symantec’s backup and recovery, storage and availability, archiving and eDiscovery products. In this role, Mr. Desai was responsible for a $3 billion business and a team of approximately 4,000people. Previously, Mr. Desai was responsible for the Endpoint Security and Mobility group at Symantec, where he became the go-to security expert for top enterprises. He began his career with Oracle and was a key member of the team that launched Oracle’s first cloud services.
	DirectorQualifications 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. The Board benefits from Mr. Desai’s deep expertise in software and product security as well as his knowledge of best practices in product development and go-to-market strategy, especially for enterprise clients similar to those Zebra supports. In addition, Mr. Desai has experience in overseeing corporate cybersecurity risk management, including cybersecurity programs, incident response plans and information security and data-privacy protections. Mr. Desai has also gained experience in mergers and acquisitions, business transformation, international business as well as marketing and sales while serving as an executive and in other leadership roles.

RICHARD L. KEYSER
Independent Class I Director (TermExpires2024) Director since: 2008 Age: 80 Committees: • Compensation (Chair) • Nominating and Governance	ProfessionalHighlights 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 2010. Prior to joining Grainger in 1986, Mr. Keyser held positions at NL Industries and Cummins Engine Company. 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 a director of the National Merit Scholarship Corporation. In addition, Mr. Keyser previously served on the board of The Principal Financial Group (Nasdaq: PFG), a global financial investment management and insurance company, and of Rohm and Haas Company, a global specialty materials company. 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.
	DirectorQualifications The Board benefits from Mr. Keyser’s decades of experience with distributor and reseller channels, the primary means by which Zebra sells its products. Mr. Keyser gained executive level experience at Grainger in international operations, operational excellence, customer service, integrated distribution networks, marketing and sales, electronic commerce, executive compensation, strategic planning and mergers and acquisitions. Mr.Keyser also has experience in technology and innovation as well as overseeing corporate cybersecurity risk. In addition, Mr. Keyser obtained experience in corporate governance while serving as a board member of public and private organizations. Mr. Keyser’s background and expertise provide significant strategic and operational benefits to Zebra.

Back to becoming CIO, Mr. Modruson held other roles at Accenture, including Partner, for 15 years. Mr. Modruson currently serves on the Board of Directors of First Midwest Bancorp, Inc. (NASDAQ: FMBI). He is also a volunteer firefighter, and serves on the Board of DirectorsContents

ROSS W. MANIRE
Independent Class I Director (TermExpires2024) Director since: 2003 Age: 71 Committees: • Audit (Chair) (Financial Expert) • Nominating and Governance	ProfessionalHighlights 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 1985 to 1989. Mr. Manire is currently a member of the boards of directors of The Andersons, Inc. (Nasdaq: ANDE), a diversified business with interests in agribusiness where he is a member of the audit committee and the chair of the compensation committee. Mr. Manire is also an operating partner at Columbia Capital, the Chairman of Vivacity LLC and is on the board of directors of Hellen Systems and Quicket Solutions, Inc.
	DirectorQualifications Mr. Manire brings over 30 years of business management, finance and leadership to the Board. His extensive background and experience as an executive officer and as a public company board member provide him with a vast skill set including experience in mergers and acquisitions, international business, marketing and sales, technology and innovation, cybersecurity risk management, as well as corporate governance. Mr. Manire’s robust financial and accounting experience facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. In addition, his outsourced manufacturing experience provides him with important expertise with respect to Zebra’s use of contract manufacturers. The Board benefits from Mr.Manire’s telecommunications industry experience and his appreciation for the challenges facing the Company’s operations due to his broad business, operational, accounting and financial knowledge and experience.

FRANK B. MODRUSON
Independent Class II Director (TermExpires2025) Director since: 2014 Age: 63 Committees: • Audit • Nominating and Governance	ProfessionalHighlights 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 board of directors of Hy Cite Enterprises, LLC. He is also a volunteer firefighter and serves on the board of directors of the Lyric Opera of Chicago. Most recently, Mr.Modruson served on the board of directors of First Midwest Bancorp, Inc. (Nasdaq: FMBI) until the company was acquired in February 2022. Mr. Modruson also served on the boards of directors of Landauer Corporation (NYSE: LRD) and Forsythe Technology, Inc., both of which were acquired in 2017, as well as Taleris, a joint venture between Accenture and GE Aviation. In 2010, Mr. Modruson was elected to CIO Magazine’s CIO Hall of Fame. In addition, InfoWorld has named him to its list of Top 25 CTOs, and ComputerWorld has named him one of its Premier 100 CTOs.
	DirectorQualifications Mr. Modruson’s technology, strategy and consulting background has provided him with proficiency in cybersecurity and risk-mitigation practices as well as expertise in technology and innovation. The Board benefits from Mr. Modruson’s extensive experience transforming information technology into an asset for Accenture. While serving as an executive, as a public company board member, and in other leadership roles, Mr.Modruson gained significant experience in mergers and acquisitions, business transformation, international business, risk management and corporate governance as well as operations. Mr. Modruson’s technology business transformation expertise will be indispensable as Zebra looks to expand and move into new markets.

Back to CIO Magazine’s CIO Hall of Fame. In addition, InfoWorld has named him to its list of Top 25 CTOs, and ComputerWorld has named him one of its Premier 100 CTOs. Mr. Modruson is particularly valuable on our Board because of his extensive experience transforming IT into an asset for Accenture. His expertise will be indispensable as Zebra looks to expand and move into new markets. MICHAEL A. SMITH Chairman of the Board Class II Director (Term Expires 2022) Independent Director since: 1991 Age: 65 Committees: Audit (Chair until February 13, 2020), Compensation, and Nominating and Governance (Chair) Mr. Smith has been Chairman of Zebra since 2007. He has substantial knowledge of Zebra and its industry, including prior service on the board of a public company in the automatic identification sector. Since 2000, he has served as Chairman and Chief Executive Officer of FireVision LLC, a private investment company he founded. Previously, Mr. Smith served in various senior investment banking and mergers & acquisitions roles at NationsBanc Montgomery Securities and its successor entity, Banc of America Securities, LLC, BancAmerica Robertson Stephens, BA Partners, and its predecessor entity, Continental Partners Group, and Bear Stearns. Contents

MICHAEL A. SMITH
Lead Independent DirectorIndependent Class II Director (TermExpires2025) Director since: 1991 Age: 68 Committees: • Audit (until April 22, 2022) • Compensation • Nominating and Governance (Chair)	ProfessionalHighlights Mr. Smith served as Chairman of Zebra from 2007 to March of 2023 and is now serving as the Company’s Lead Independent Director. Since 2000, he has served as Chairman and Chief Executive Officer of FireVision LLC, a private investment company he founded. Previously, Mr. Smith served in various senior investment banking and mergers and acquisitions roles at NationsBanc Montgomery Securities and its successor entity, Banc of America Securities, LLC, BancAmerica Robertson Stephens, BA Partners, and its predecessor entity, Continental Partners Group, and Bear Stearns. 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, having completed NACD’s comprehensive program of study for experienced corporate directors. Mr. Smith is particularly valuable on our Board because of his background and skills in financial services, as well as his decades of industry experience. 28 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com Back to Contents Proposal 1 Committees of the Board Committees 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 and is also NACD Directorship Certified™. NACD’s Directorship Certification™ provides a tangible assessment of a director’s understanding of knowledge essential to effective corporate governance along with a commitment to continuing education. Mr. Smith recently obtained his CERT certification from Carnegie Mellon’s Software Engineering Institute in Cybersecurity Oversight, thereby bolstering his knowledge of cyber oversight and governance.
	DirectorQualifications The Board and the Committees on which Mr. Smith serves benefit from his decades of industry experience, his skills in financial services, including his proficiency in complex financial management, capital allocation and financial reporting processes, as well as his substantial knowledge of Zebra. Mr. Smith’s extensive background, including his experience as Chairman and Chief Executive Officer of FireVision LLC and service on other companies’ boards provided Mr. Smith with experience in overseeing the development and implementation of strategic priorities and business transformations, mergers and acquisitions, international business experience, cybersecurity risk management, as well as risk management and compliance oversight. Additionally, the Board, Nominating and Governance Committee and Compensation Committee benefit from Mr. Smith’s substantial corporate governance and executive compensation experience, including his recently obtained CERT certification from Carnegie Mellon’s Software Engineering Institute in Cybersecurity Oversight, experience overseeing development plans for CEO and senior management, CEO performance evaluations, and CEO succession, conducting board and committee effectiveness assessments, reviewing board and committee composition and leadership, leading board transformation and refreshment, achieving NACD Directorship Certification, and engaging with investors. Mr. Smith offers the Board extensive knowledge in software and technology, including product development, disruptive innovation, new or business model extension, and macro or micro technology trends.

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Committees of the Board

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. 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 at http://www.zebra.com under “Investors-Governance-Governance Documents.” Audit Committee Members: Ross W. Manire (Chair) Frank B. Modruson Michael A. Smith Meetings in 2019: 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 financial reporting, related-party transactions and risk management. In particular, the Audit Committee is responsible for: • overseeing the integrity of Zebra’s financial statements and internal controls over financial reporting; • overseeing the implementation of new accounting standards; • appointing, retaining, compensating, evaluating and terminating, when appropriate, 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; • reviewing and evaluating Zebra’s cybersecurity, disaster recovery and business continuity programs; and • discussing policies with respect to risk assessment and risk management. The Audit Committee has the authority to engage and determine funding for outside legal, accounting or other advisors. Our Board has determined that each member of the Audit Committee meets the independence requirements under NASDAQ listing rules and rules of the SEC, and that Mr. Manire is an “audit committee financial expert” as defined under SEC regulations. In addition, as required by NASDAQ listing rules, no member of the Audit Committee has participated in the preparation of financial statements of Zebra or any current subsidiary of Zebra within the past three years, and Mr. Manire has attained “financial sophistication” due to his background as a CEO and as a CFO. Zebra Technologies Corporation I 2020 Proxy Statement 29

Compensation Committee The Compensation Committee assists the Board with its responsibilities regarding the compensation of our Executive Officers and non-employee directors by: Members: • generally overseeing Zebra’s compensation and benefit programs and overall compensation Richard L. Keyser (Chair) Chirantan Desai Janice M. Roberts Michael A. Smith governance; • reviewing our total rewards philosophy, and Zebra’s implementation of that philosophy, annually to ensure the components align with the objectives; • overseeing the administration of Zebra’s short-term and long-term compensation plans; • determining (or with respect to the CEO, recommending to the Board) the total compensation Meetings in 2019: 5 and terms of employment for Executive Officers; • approving Zebra’s peer group for market-competitive compensation purposes; • overseeing Zebra’s Stock Ownership Guidelines for the non-employee directors and Executive Offfcers; • overseeing Zebra’s performance management and talent management processes; • recommending to the Board the compensation of non-employee directors; • seeking the counsel of our management team, an independent compensation consultant and other advisors as needed; and • using a sound corporate governance approach that balances an appropriate level of risk tolerance with a total rewards philosophy. Willis Towers Watson served in 2019 as the Compensation Committee’s independent executive compensation consultant. The role of Willis Towers Watson in determining executive compensation is described below under “Compensation Discussion and Analysis — Overview of Our Executive Compensation Program,” beginning on page 36. Nominating and Governance Committee The Nominating and Governance Committee has three primary responsibilities: • assistingreport regularly to the Board regarding their oversight roles, as further described below. Further, the Board oversees risks and opportunities in discharging its responsibilities relatingconnection with Zebra’s sustainability initiatives (including climate and human capital related matters) and related disclosures as further discussed in the Sustainability section on page 26.

Back to Zebra’s governance; Members: Michael A. Smith (Chair) Richard L. Keyser Ross W. Manire • confirming the independence of our non-employee directors; and • Contents

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DirectorCompensation

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 recommendingits committees, and equity to align the interests of our directors with those of our stockholders. Decisions regarding our non-employee director nominees.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 Nominating and GovernanceCompensation Committee has the authority to retain a search firm to identifyannually reviews non-employee director candidates and to engage outside legal counsel or other advisors as needed. Meetings in 2019: 4 30 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.comcompensation with Willis Towers Watson, our independent compensation consultant.

Director Compensation Market Comparison Director Compensation Market Comparison In October 2018,November 2021, 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-tech 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,”Approach, beginning on page 36)54). Using this data,In addition, the Compensation Committee confirmed that the 2019 total mix of compensation for the non-employee directors is aligned with the market, as shown below. Total Board Compensation Mix 28.6% Cash \ 71.4% Equity Awards CASH COMPENSATION WAS SLIGHTLY ABOVE THE MEDIAN PEER GROUP AND EQUITY COMPENSATION WAS ALIGNED WITH THE MEDIAN OF THE PEER GROUP The Compensation Committee also reviewed 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 determined that the 2022 total mix of compensation for the non-employee directors was slightly lower than the peer group and high-tech market medians. Therefore, the Compensation Committee recommended to the Board and the Board decided not to adjust our non-employee director compensation for 2019. Compensation2022. The cash retainer for the non-executive chair of Committee Chairs Compensationthe Board was increased by $35,000. The annual cash retainer for the non-employee directors was increased by $10,000. Non-employee directors’ annual equity grant was increased by $20,000. The annual cash retainer for the chair of Committee Members $10,000 $30,000 ZBRA $0 $20,000 ZBRA Median ZBRAthe Audit Committee Median ZBRA Medianwas increased by $5,000. The annual cash retainer for the chair of the Compensation Committee Median ZBRA ZBRA Median Nomination &was increased by $5,000. The annual cash retainer for the chair of the Nominating Governance Committee Median Zebra Technologies Corporation I 2020 Proxy Statement 31was increased by $5,000. The annual cash retainer for members of the Nominating and Governance Committee was increased by $2,500.

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Elements of Director Compensation

Our non-employee director compensation for 20192022 was awarded inwith a combination of cash and equity, as shown below. Annual cash retainer • $80,000 for all non-employee directors other than the Chairman of the Board Annual cash retainer for the Chairman of the Board • $155,000 Annual equity retainer • Target grant date fair value of $200,000 for all non-employee directors - an increase from $175,000 in 2018 • 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 non-chair committee members • $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

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 doesand Mr. Burns do not receive additional compensation for their service as a director. 2019directors.

2022 Non-Employee Director Compensation

In May 2019,2022, the Compensation Committee approved annual equity grants for each of the seveneight non-employee directors. These awards had a targetedtarget value of $200,000, an increase from $175,000 in 2018, and$220,000 but were awarded in the form of 1,035695 shares of fully-vested common stock for each non-employee director. director with an actual value of $220,120.40.

The following table provides information regarding the compensation of our non-employee directors for 2019. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) All Other Compensation ($) Total ($) Chirantan Desai 98,000 200,091 0 298,091 Richard L. Keyser 115,500 200,091 0 315,591 Andrew K. Ludwick 98,000 200,091 0 298,091 Ross W. Manire 105,500 200,091 0 305,591 Frank B. Modruson 98,000 200,091 0 298,091 Janice M. Roberts 97,000 200,091 0 297,091 Michael A. Smith 208,000 200,091 0 408,091 m 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 31,2019, for a discussion of assumptions made in calculating the grant date fair value of these awards. 32 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com2022.

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CompensationCommittee Report 2019 Non-Employee Director Compensation Compensation Committee Report

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 Statement and incorporated by reference in Zebra’s Annual Report on Form 10-K for the year ended December 31,2019. Compensation Committee Richard L. Keyser, Chair Chirantan Desai Janice M. Roberts Michael A. Smith Zebra Technologies Corporation I 2020 Proxy Statement 3331, 2022.

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CompensationDiscussion and Analysis

Executive Summary

Our Compensation Discussion and Analysis (“CD&A”) focuses on the following: Page Reference Overview of Our Executive Compensation Program • Compensation Components • Pay-for-Performance and At-Risk Compensation • Role of Our Compensation Committee • Role of the Independent Compensation Consultant 36 Our Compensation Approach • How We Establish the Peer Group 38 Key Compensation Decisions in 2019 • 2019 Base Salaries • 2019 Annual Cash Incentive Awards • 2019 Long-Term Equity Incentive Awards • How 2019

		Page Reference
OverviewofOurExecutiveCompensationProgram	• Compensation Components • Pay-for-Performance and At-Risk Compensation • Role of Our Compensation Committee • Say-on-Pay • Role of the Independent Compensation Consultant	52
OurCompensationApproach	• How We Establish the Peer Group • How 2022 Compensation for the Named Executive Officers Compares to the Peer Group 39 Restricted Stock that Vested in 2019 • Performance-Vested Restricted Stock • Time-Vested Restricted Stock 45 Stockholders Approve Compensation of Zebra’s Named Executive Officers (Say-on-Pay) 46 Employee Benefits 46 Our Executive Officer Employment Agreements 46 2019 Highlights and Performance 2019 Highlights Grew sales 6% to $4.5 billion Acquired Cortexica Vision Systems S&P 500 Index inclusion Ltd. to accelerate our capabilities in computer vision New $1 billion share repurchase authorization Acquired Profited, prescriptive analytics Named one of Forbes World’s Best firm that analyzes massive data streams, Employers utilizing machine learning to identify variations in the data in real time Awarded contract by the United States Postal Service to supply mobile computers to its carrier network Acquired Temptime Corporation, Added approximately 500 patents and manufacturer of time-temperature patent applications, bringing patent monitoring supplies portfolio portfolio to over 4,900 patents and patent applications, worldwide 34 Zebra Technologies Corporation I 2020 Proxy Statement www.zebra.com Back to Contents Compensation Discussion and Analysis 2019 Highlights and Performance COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Zebra Technologies Corporation, the NASDAQ Composite Index and the RDG Technology Composite Index • Zebra Technologies Corporation • NASDAQ Composite • RDG Technology Composite *$100 invested on 12/31/14 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. 12/14 12/15 12/16 12/17 12/18 12/19 Zebra Technologies Corporation 100.00 89.98 110.79 134.09 205.70 329.98 NASDAQ Composite 100.00 106.96 116.45 150.96 146.67 200.49 RDG Technology Composite 100.00 103.42 118.01 161.58 162.31 238.96 The stock price performance included in this graph is not necessarily indicative of future stock price performance. Named Executive Officers Compares to the Peer Group	54
KeyExecutiveCompensationDecisionsin2022	• 2022 Base Salaries • 2022 Annual Cash Incentive Awards • 2022 Long-Term Equity Incentive Awards	55
RestrictedStockthatVested in2022	• Performance-Vested Restricted Stock • Time-Vested Restricted Stock	61
Performance-Vested Restricted Stock with Performance Period ending December 31, 2022 & Employee Benefits	• Performance-Vested Restricted Stock	62
OurExecutiveOfficerEmploymentAgreements		63

Named Executive Officers

This CD&A discusses the compensation of the following individuals, who are referred to as our Named Executive Officers: ANDERS GUSTAFSSON WILLIAM BURNS JOACHIM HEEL OLIVIER LEONETTI MICHAEL H. TERZICH Officers based on their roles in 2022 and as of December 31, 2022:

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2022 Highlights and Performance

2022 Business Highlights

Business Performance	Acquisitions and Solutions Launches	Sustainability	Human Capital Management
Net Sales of $5.78 billion, non-GAAP income per diluted share of $17.47 and free cash flow of $413 million.	Acquired Matrox Electronics Systems Ltd. imaging business to expand Zebra's machine vision and fixed industrial scanning businesses.	Received validation of science-based targets for 2030 in line with the Paris Climate Accord goal.	Employee engagement score is above industry benchmark.
Completed comprehensive debt refinancing to optimize capital structure providing flexibility for organic and inorganic investment in business as well as return of capital to stockholders, repurchased $751M of shares.	Announced portfolio of highly accurate integrated RFID portals for asset and workflow management and traceability in industrial and commercial environments.	Department of Energy (DOE) recognition of best practices regarding climate scenario analysis.	Named a top workplace by Forbes, named to Newsweek’s list of America’s Most Trusted companies, received CRN’s 5 star rating for Top Channel Partner Program for 6th year in a row.
Added approximately 500 patents and patent applications, bringing the patent portfolio to over 6,500 patents and patent applications worldwide.	Launched new mobile computing series equipped with latest 5G and Wi-Fi 6E wireless technologies. Also launched series of rugged tablets for Transportation & Logistics and Retail associates for assisted selling, line busting tasks and point of sale capabilities.	Committed to energy intensity reduction at Zebra sites in partnership with the DOE’s Better Plants program.	Continue to expand inclusion network groups. Made our Inclusive Leadership Workshop mandatory. Also launched The Green Herd, our first employee network dedicated to sustainability.

* $100 invested on 12/31/17 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

The stock price performance included in this graph is not necessarily indicative of future stock
price performance.

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Value at each year-end of $100 initial investment made on December 31, 2017

Thestockpriceperformanceincludedinthisgraphisnotnecessarilyindicativeoffuturestockpriceperformance.

2022 Compensation Highlights

Compensation Governance Practices

Zebra’s 2022 compensation philosophy included the following objectives:

On an on-goingongoing basis, our Compensation Committee reviews whether the Company’s compensation governance practices support the Company’s executive compensation philosophies and objectives,philosophy, as shown above and further demonstrated in the table below, and are aligned with stockholder interests. The Compensation Committee determined that the Company’s executive compensation philosophies, objectivesphilosophy and elementscomponents continued to be appropriate. InvestorsStockholders continue to be supportive of our compensation programstructure and its alignment of pay with performance. This was conveyed by 97.20%90.29% of votes cast at Zebra’s 20192022 Annual Meeting in support of say-on-pay.our executive compensation program.

Further, as part of our stockholder engagement program, members of our senior management and Board engaged with our stockholders to understand their views on our compensation structure and its alignment with our strategy (seeStockholder Engagement on page 25 for additional information). Based on feedback from our stockholders and following our annual review of all components of the compensation program, after increasing the percentage of performance-vested restricted stock to 60% of equity awarded to Executive Officers, our Compensation Committee maintained that percentage in 2022. As such,further discussed in 2022 Long-Term Equity Incentive Awards on page 58.

Also, as part of our stockholder engagement program, we have proactively sought feedback on investor views on the incorporation of sustainability metrics in the compensation program. The Compensation Committee and Board have extensively discussed the incorporation of ESG metrics to ensure thoughtful and rigorous changes. Zebra has also begun tracking new ESG metrics for evaluation and potential future incorporation within the compensation program.

Our Compensation Committee believes that ourthe current structure of our compensation program adequately aligns compensation with stockholder’sstockholders’ long-term interests, balancing profitability, and growth and the ability to attract and retain talent, and therefore maintained our overall program structure in 2019. Zebra Technologies Corporation I 2020 Proxy Statement 352022.