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.
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