Zebra Technologies (ZBRA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, to be held virtually; record date is March 25, 2026.

• 2025 saw 8% sales growth to $5.4B and 17% growth in non-GAAP EPS; $587M in share repurchases.

• Acquisitions of Elo Touch and Photoneo expanded technology offerings; exited robotics automation to focus on RFID, machine vision, and AI-powered solutions.

• Board refreshment continued, with six new directors since 2020 and new committee chairs appointed in 2024–2026.

• Stockholder engagement reached 58% of outstanding shares, influencing governance, compensation, and sustainability practices.

Voting matters and shareholder proposals

• Four Class III directors nominated for election to terms expiring in 2029.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval sought for the 2026 Long-Term Incentive Plan, replacing the 2018 plan.

• Ratification of Ernst & Young LLP as independent auditors for 2026.

Board of directors and corporate governance

• Board consists of 11 directors, 82% independent, with diverse skills in finance, technology, risk, and international business.

• Separate Chair and Lead Independent Director roles; annual board and committee self-evaluations, including third-party facilitation every three years.

• No dual-class stock, poison pill, or controlling stockholder; majority voting in uncontested elections.

• Robust onboarding, ongoing education, and director tenure averaging 11 years.