Not independent
Tenure on this board
3.3 yrs
Also a director at
Oshkosh Corp (OSK)
4 nominees · 4 ballot items.
Election of four Class III directors; advisory “Say-on-Pay” vote to approve named executive officers’ compensation; approval of the 2026 Long-Term Incentive Plan; ratification of Ernst & Young LLP as independent auditors for 2026.
Re-election of William J. Burns, Linda M. Connly, Anders Gustafsson, and Janice M. Roberts to serve three-year terms expiring in 2029.
Non-binding advisory (say-on-pay) vote to approve the compensation of Zebra’s named executive officers as disclosed in the proxy statement.
This advisory proposal requests stockholder approval of the compensation of Zebra’s Named Executive Officers (NEOs) as disclosed in the proxy. Management seeks affirmation that its pay practices — which emphasize a high percentage of at-risk, performance-based compensation through ZIP and PVRSUs — align with stockholder interests. The Board and Compensation and Culture Committee recommend a vote FOR, citing robust governance, linking pay to performance through metrics (Adjusted EBITDA, Net Sales, Strategic Growth Index for annual ZIP; Net Sales CAGR, Adjusted EBITDA Margin, and FCF Conversion for PVRSUs), stockholder engagement, and prior high say-on-pay support (94.2% in 2025). The vote is non-binding but provides the Board with stockholder feedback that will inform future compensation decisions. Key contextual considerations include the company’s use of equity-based compensation as a retention and alignment tool, recent changes to metrics and weighting to emphasize profitability and growth balance, and the company’s disclosure of realized CEO pay variability tied to stock performance (notably PVRSU payouts at 46.8% for the 2023 cycle). Analysts should weigh the high historical support and proactive engagement against investor sensitivity to realized pay outcomes in periods of stock underperformance.
Seek stockholder approval of the 2026 Long-Term Incentive Plan to replace the 2018 Plan, authorizing up to 2,430,000 shares (less awards since Dec 31, 2025) for equity grants and setting governance limits (no repricings, one-year minimum vesting, no evergreen, non-employee director limits, etc.).
The proposal asks shareholders to approve Zebra’s 2026 Long-Term Incentive Plan (LTIP), replacing the 2018 Plan and authorizing up to 2,430,000 shares (subject to adjustments) for equity awards to employees, officers, non-employee directors and consultants. Management contends the LTIP is necessary to continue granting equity awards that align employee and stockholder interests, enable competitive talent retention and incentivize long-term performance. Key governance features: 1-year minimum vesting (with limited exceptions), prohibition on option/SAR repricing without shareholder approval (except in certain recapitalizations or change-in-control), no evergreen automatic increases, limits on non-employee director compensation ($750k cap), and standard anti-dilution/cutback provisions. The Board’s recommendation is grounded in the role equity plays in their compensation framework (RSUs and PVRSUs comprising a majority of NEO compensation), historical conservative equity usage, disclosed three-year burn rate of 0.74% (2023-25 average), and fully-diluted overhang of ~4.6% as of Dec 31, 2025 (projected 6.7% post-LTIP). Analysts should evaluate the LTIP in the context of Zebra’s historical grant practices, the company’s emphasis on performance-based PVRSUs, relative dilution metrics versus peers, and the discretion afforded to the Compensation Committee to set performance goals and grant terms. Potential investor concerns include the size of the share reserve relative to market cap and ensuring robust performance vesting to protect shareholders from excessive dilution without commensurate value creation.
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as Zebra’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.7% | 3,201,005 | $669M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 2,802,915 | $586M |
| 3 | STATE STREET CORP | 4.5% | 2,157,682 | $451M |
| 4 | BlackRock, Inc. | 3.3% | 1,588,851 | $332M |
| 5 | Alyeska Investment Group, L.P. | 2.8% | 1,324,796 | $277M |
| 6 | Invesco Ltd. | 2.7% | 1,262,402 | $264M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,180,840 | $246M |
| 8 | Boston Partners | 2.4% | 1,147,873 | $240M |
| 9 | Focus Partners Wealth | 2.4% | 1,134,158 | $237M |
| 10 | BlackRock, Inc. | 2.1% | 1,007,222 | $211M |
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