Zebra Technologies Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: ZBRA · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 877212

Zebra Technologies Corp DEF 14A Filing Summary
FieldDetail
CompanyZebra Technologies Corp (ZBRA)
Form TypeDEF 14A
Filed DateMar 29, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$120 million, $120 Million, $4.58 Billion, $120M, $9.82
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Executive Compensation, Shareholder Meeting, Corporate Governance, Zebra Technologies

TL;DR

<b>Zebra Technologies Corp. filed its DEF 14A proxy statement detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>

AI Summary

ZEBRA TECHNOLOGIES CORP (ZBRA) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Filing Type: DEF 14A, filed on 2024-03-29. Reporting Period: Fiscal year ending December 31, 2023. Key Personnel Mentioned: William Burns and Anders Gustafsson as members. Focus on Executive Compensation: Details equity awards and adjustments for PEO members. Company Information: Zebra Technologies Corp. (ZBRA) is in the General Industrial Machinery & Equipment sector.

Why It Matters

For investors and stakeholders tracking ZEBRA TECHNOLOGIES CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages, allowing them to make informed voting decisions on matters presented at the annual meeting. The DEF 14A outlines the company's governance practices and the compensation philosophy, which are key factors for investors assessing management alignment and long-term strategy.

Risk Assessment

Risk Level: low — ZEBRA TECHNOLOGIES CORP shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Review the executive compensation details and voting proposals to understand management's remuneration and make informed decisions at the shareholder meeting.

Executive Compensation

NameTitleTotal Compensation
William BurnsPEO Member
Anders GustafssonPEO Member

Key Numbers

  • 2024-03-29 — Filing Date (DEF 14A filing date)
  • 2024-05-09 — Period of Report (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Company's fiscal year end)
  • 0000877212 — Central Index Key (Zebra Technologies Corp. CIk)
  • 3560 — SIC Code (General Industrial Machinery & Equipment)
  • 847-634-6700 — Business Phone (Zebra Technologies Corp. phone number)

Key Players & Entities

  • ZEBRA TECHNOLOGIES CORP (company) — Filer
  • William Burns (person) — PEO Member
  • Anders Gustafsson (person) — PEO Member
  • DEF 14A (document) — Filing Type
  • 3 OVERLOOK POINT (address) — Business Address
  • LINCOLNSHIRE (location) — Business Address City
  • IL (location) — Business Address State
  • 60069 (postal_code) — Business Address Zip

FAQ

When did ZEBRA TECHNOLOGIES CORP file this DEF 14A?

ZEBRA TECHNOLOGIES CORP filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ZEBRA TECHNOLOGIES CORP (ZBRA).

Where can I read the original DEF 14A filing from ZEBRA TECHNOLOGIES CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ZEBRA TECHNOLOGIES CORP.

What are the key takeaways from ZEBRA TECHNOLOGIES CORP's DEF 14A?

ZEBRA TECHNOLOGIES CORP filed this DEF 14A on March 29, 2024. Key takeaways: Filing Type: DEF 14A, filed on 2024-03-29.. Reporting Period: Fiscal year ending December 31, 2023.. Key Personnel Mentioned: William Burns and Anders Gustafsson as members..

Is ZEBRA TECHNOLOGIES CORP a risky investment based on this filing?

Based on this DEF 14A, ZEBRA TECHNOLOGIES CORP presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

What should investors do after reading ZEBRA TECHNOLOGIES CORP's DEF 14A?

Review the executive compensation details and voting proposals to understand management's remuneration and make informed decisions at the shareholder meeting. The overall sentiment from this filing is neutral.

Risk Factors

  • Proxy Statement Filing Requirements [low — regulatory]: The company must comply with SEC regulations for filing DEF 14A, ensuring accurate disclosure of executive compensation and corporate governance.
  • Executive Compensation Structure [medium — financial]: The structure of executive compensation, including equity awards, is detailed, which can impact shareholder perception and company performance.

Key Dates

  • 2024-03-29: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2024-05-09: Reporting Period End — The period for which the proxy statement's information is conformed.

Filing Stats: 4,335 words · 17 min read · ~14 pages · Grade level 17.3 · Accepted 2024-03-29 09:00:44

Key Financial Figures

  • $120 million — of the demand environment, including a $120 million annualized cost savings plan. The team
  • $120 Million — sion 2023 Highlights and Performance $120 Million $4.58 Billion ~6,800 Patents Anno
  • $4.58 Billion — hlights and Performance $120 Million $4.58 Billion ~6,800 Patents Announced $120M in a
  • $120M — 58 Billion ~6,800 Patents Announced $120M in annualized net expense savings to dr
  • $9.82 — non-GAAP earnings per diluted share of $9.82 Added ~300 patents and patent applica
  • $519 Million — otal to ~6,800 Voted #1 Workplace $519 Million R&D Amongst several employer accolade

Filing Documents

Executive Compensation

Executive Compensation 12 Proxy Statement 14 Corporate Governance 15 Corporate Governance Policies 15 Selecting Nominees for the Board 16 Board, Committee and Director Evaluations 17 Director Independence 17 Board Leadership Structure 18 Executive Sessions 19 Board Meetings 19 Limitation on Service on Other Boards 19 Director Onboarding and Development 20 Management Development and Succession Planning 20 Oversight of Risk Management 21 Stockholder Engagement 23 Sustainability 25 Stock Ownership Guidelines 27 Related Party Transactions 28 Compliance Reporting 28 Communications with the Board 28 Proposal 1 Election of Directors 29 Board Composition 30 Biographical Information of Zebra's Director Nominees and Continuing Directors 32 Committees of the Board 42 Director Compensation 44 Elements of Director Compensation 44 2023 Non-Employee Director Compensation 45 Compensation and Culture Committee Report 46 Compensation Discussion and Analysis 47 Overview of Our Executive Compensation Program 49 Key Executive Compensation Decisions in 2023 53 Restricted Stock that Vested in 2023 59 Our Compensation Approach 61 Employee Benefits 62 Our Executive Officer Employment Agreements 62 4 Zebra Technologies Corporation I 2024 Proxy Statement Table of Contents

Executive Compensation

Executive Compensation 63 Summary Compensation Table 63 Grants of Plan-Based Awards in 2023 64 Outstanding Equity Awards at 2023 Fiscal Year-End 65 Options and Stock Appreciation Rights Exercised and Stock Vested in 2023 69 Non-Qualified Deferred Compensation 69 Non-Qualified Deferred Compensation for 2023 71 Potential Payments upon Termination of Employment or Change in Control 71 CEO Pay Ratio 79 Executive Pay Versus Company Performance 80 Equity Compensation Plan Information 87 Compensation and Culture Committee Interlocks and Insider Participation 87 Proposal 2 Advisory Vote to Approve Compensation of Named Executive Officers 88 Report of the Audit Committee 89 Fees of Independent Auditors 90 Proposal 3 Ratification of Appointment of Independent Auditors 91 Executive Officers 92 95 Delinquent Section 16(a) Reports 96 Stockholder Proposals and Other Business 97 Questions and Answers About the Annual Meeting and These Proxy Materials 97 Zebra Technologies Corporation I 2024 Proxy Statement 5 Table of Contents 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. 2024 Annual Meeting of Stockholders Date: May 9, 2024 Time: 10:30 a.m., Central Time Virtual Meeting Website: www.virtualshareholdermeeting.com/ZBRA2024 Record Date: March 15, 2024 Agenda and Voting Recommendations Voting Matters and Recommendations Proposal Board Recommendation Reasons for Recommendation More Information Proposal 1 — Election of three Class I directors with terms expiring in 2027 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

Executive Compensation

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. Stockholders continue to be supportive of our compensation program's structure and its alignment of pay with performance. This was conveyed by 89.4% of votes cast at Zebra's 2023 Annual Meeting in support of say-on-pay. Our Compensation and Culture Committee (formerly, our Compensation Committee) believes that the current structure of our compensation program adequately aligns compensation with stockholders' long-term interests, balancing profitability, growth and the ability to attract and retain talent. For more information on Zebra's compensation program, seeCompensation Discussion and Analysis, beginning on page47. 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 inde

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