ZEBRA TECHNOLOGIES CORP CLASS A (ZBRA)
Sector: Information Technology
2026 Annual Meeting Analysis
ZEBRA TECHNOLOGIES CORP CLASS A · Meeting: May 19, 2026
Directors FOR
0
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of four Class III directors with terms expiring in 2029
Against Analysis
Burns has served as a director since 2023 (over 24 months), and during his tenure Zebra's stock has lost roughly a third of its value while the company's own peer group gained nearly 49% over three years — a gap of over 80 percentage points that far exceeds the 20-point trigger; the 5-year record is even worse, so the mitigant that would downgrade this to a FOR vote does not apply.
Connly has served since 2020, giving her full overlap with the three-year underperformance period during which Zebra's stock fell about 32% while peers gained nearly 49%; the 80-point gap far exceeds the 20-point policy trigger, and the 5-year record (a 107-point gap) confirms this is sustained underperformance rather than a temporary dip, so no mitigant applies.
Gustafsson has been a director since 2007 and served as CEO until 2023, giving him the longest tenure overlap with the underperformance period; Zebra's stock is down roughly 32% over three years while the peer group is up nearly 49%, a gap of more than 80 percentage points that triggers a no vote, and the 5-year record offers no relief with a 107-point gap versus peers.
Roberts has served since 2013 with full overlap over the underperformance period; Zebra's shareholders have lost roughly a third of their investment over three years while the peer group returned nearly 49%, and the 5-year picture is even worse, meaning the policy's mitigant for short-term troughs within an otherwise solid longer-term record does not apply.
For Analysis
All four Class III director nominees are voted AGAINST. Zebra's stock has declined approximately 31.5% over the past three years while the company's disclosed compensation peer group returned a median of +48.7% — a gap of 80.2 percentage points that far exceeds the 20-point threshold that applies when a company's absolute three-year return is negative. The 5-year record (-58.8% for ZBRA vs. +48.2% peer median, a 107-point gap) confirms this is sustained, not transient, underperformance, so the policy mitigant that would restore a FOR vote does not apply to any nominee. Burns and Gustafsson are also subject to this trigger as executive/affiliated directors, independently of the Say on Pay vote.
Say on Pay
✗ AGAINSTCEO
William Burns
Total Comp
$13,890,300
Prior Support
94.2%%
The prior Say on Pay vote received 94.2% support, which is well above the 70% threshold, so no concern arises from the vote history. The compensation structure itself is sound — roughly 92% of the CEO's pay is variable or at-risk, the pay mix passes the policy test, and the performance-based stock awards did pay out at only 46.8% of target reflecting the stock decline, which shows some self-correcting alignment. However, the pay-for-performance alignment check still fails: Zebra's stock lost about 32% over three years while peers gained nearly 49%, a gap of over 80 percentage points far exceeding the 20-point trigger, yet above-benchmark incentive compensation was awarded and the annual cash bonus paid out at 114.7% of target during a period of severe shareholder value destruction relative to peers, making the overall incentive structure insufficiently aligned with the shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,620,934
Non-Audit Fees
$267,280
Non-audit fees (tax consulting of $262,080 plus the $5,200 accounting subscription) total approximately $267,280, which is only about 4% of audit fees of $6,620,934 — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were noted, so ratification is supported.
Actual Vote Results
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| William J. Burns | 94.8% | 37.9M | 2.1M | ✓ Elected |
| Janice M. Roberts | 91.8% | 36.7M | 3.3M | ✓ Elected |
| Anders Gustafsson | 91.2% | 36.5M | 3.5M | ✓ Elected |
| Linda M. Connly | 86.2% | 34.5M | 5.5M | ✓ Elected |
Broker non-votes: 2.6M
Say on Pay
For 37.3M · Against 2.7M · Abstain 68,160
Auditor Ratification
For 39.6M · Against 2.9M · Abstain 24,211
Other Proposals
Proposal 3
Approval of Zebra Technologies Corporation 2026 Long-Term Incentive Plan
Overall Assessment
This is a difficult ballot for Zebra shareholders: the stock has lost roughly a third of its value over three years while the company's own peer group gained nearly 49%, and the policy requires votes against all four director nominees up for re-election as well as against the Say on Pay proposal due to this sustained pay-for-performance misalignment. The auditor ratification is straightforward — Ernst & Young's non-audit fees are minimal relative to audit fees and no restatement concerns exist — and receives a FOR vote.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing