Zebra Technologies Corporation (ZBRA)
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AGM 2020

May 14, 2020

Michael Smith
Chairman of the Board, Zebra Technologies

Good morning, ladies and gentlemen. I'm Michael Smith, Chairman of the Board of Zebra Technologies Corporation. Along with my fellow directors and executive officers of Zebra, I would like to thank you for attending Zebra's 2020 annual meeting of stockholders. On behalf of everyone at Zebra, I'd like to first express our deepest sympathies to all of those who are adversely affected by the coronavirus pandemic and to thank every person who is working on the front lines to keep people safe through this terrible crisis. The health and well-being of our employees, directors, and stockholders are also paramount. We have implemented a number of social distancing measures in an effort to protect our employees, including having office workers work remotely and also suspending all employee travel.

Our concern also extends to you, our stockholders, and for this reason we have chosen to do this year's annual shareholder meeting in a virtual format. The only matters to be considered at this annual meeting are those set forth in the notice of annual meeting and proxy statement. As is our custom, we'll conduct the business portion of our meeting first and answer questions at the end of the meeting. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. Though we may not be able to answer every single question, we will try to provide a response to as many questions as possible. We'll do our best to address any unanswered questions by either responding to the stockholder directly or, if appropriate, on our corporate website shortly after the meeting.

I would now like to introduce Zebra's directors, all of whom are in attendance with us today online. From our board of directors, Anders Gustafsson, who is also our Chief Executive Officer. We also have C.J. Desai, Richard Keyser, Ross Manire, Frank Modruson, Janice Roberts, and Andrew Ludwick. Today, by the way, is Andy's last day on Zebra's board. He is retiring after 12 years of distinguished service during a period which was transformative for Zebra and very good for shareholders. On behalf of Zebra, the board, and Zebra stockholders, I want to thank Mr. Ludwick for his wonderful temperament, great judgment, and many contributions to our success. I would also like to welcome our new director nominee, Linda Connly. Linda's accomplished professional and governance background in the technology sector is impressive and is set forth in the proxy.

We look forward to valuable contributions from Linda as Zebra continues its transformation to meet an exciting future. In addition, the following members of our executive leadership team are in attendance today online. Please welcome our new Chief Human Resources Officer, Holly Tyson. Mike Terzich, our Chief Administrative Officer, is also in attendance, and Mike will be retiring on July 1st after 28 years of fruitful service. On behalf of Zebra, the board, and Zebra stockholders, I want to recognize Mr. Terzich for his professional versatility. Thank you for the mailing of this year's annual report and proxy. Cristen Kogl is serving as Secretary. Secretary will please file a copy of the list of stockholders with the records of the company. I hereby appoint Mr. Jerry Lane representing Broadridge to serve as the inspector of election for this meeting.

I request that he file his oath of office with the secretary of the meeting for inclusion in the minutes of this meeting. I've been advised that a quorum is present and the formal business of the meeting may proceed. It is now 10:35 A.M. on May 14th, 2020. As of this date and time, the polls are now open for voting on the matters before this annual meeting. All Zebra stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting and do so now. Please remember that if you have already voted by proxy, it is not necessary to vote again.

After all agenda proposals have been discussed, we will close the polls and the secretary will report the results of the proposals to be voted upon. Since the company was not notified of the intention of any stockholder to nominate a director or to present a motion at this annual meeting, in accordance with the company's bylaws, the only matters that may properly come before the meeting are those that were set forth in the notice of annual meeting and proxy statement. The first item on the agenda is the election of three directors to the board. The board of directors has nominated Anders Gustafsson, our CEO, Janice Roberts, and Linda Connly, our new director nominee. Mr. Gustafsson, Ms. Roberts, and Ms. Connly will serve for three-year terms expiring at the 2023 annual meeting. Since there are no other nominees, in accordance with the company's bylaws, Mr. Gustafsson, Ms.

Roberts, and Ms. Connly are the only nominees standing for election at this meeting. The board of directors recommends a vote in favor of each of the nominees for election as director. The second item on the agenda is the proposal to approve on an advisory basis the compensation of Zebra's named executive officers. The board of directors recommends a vote for approval of the compensation of our named executive officers. The third item on the agenda is the proposal to approve Zebra's 2020 Employee Stock Purchase Plan. The board of directors recommends a vote for approval of the 2020 Employee Stock Purchase Plan. The last item on the agenda is the ratification of Ernst & Young LLP as Zebra's independent outside auditor for the fiscal year ending December 31, 2020. The board of directors recommends a vote for this proposal.

As I mentioned earlier, Kim Simios of Ernst & Young is in attendance online. Although Ernst & Young has indicated it does not wish to make a statement, Ms. Simios is available to respond to appropriate questions during the general question-and-answer period. The polls are about to close, so if you have not yet voted, please do so now. It is now 10:39 A.M. and the polls are now closed for voting on all matters. While the inspector counts the votes, I would now like to open the floor to questions. Our Chief Executive Officer, Anders Gustafsson, is joining me and we will take questions from the audience. We want to make sure each stockholder who wants to ask a question has the opportunity to do so. Therefore, out of consideration for others and in the interest of time, please limit yourself to just two questions.

Mike Steele, Zebra's Vice President of Investor Relations, will now read stockholder questions that have been submitted. Mike?

Mike Steele
VP of Investor Relations, Zebra Technologies

Yes. Hello everyone. We do have one question. I'll read it so Anders will field this one. At last year's meeting, due to the recently imposed tariffs, the question was asked about moving manufacturing facilities out of China. It was answered that moving some of these facilities would most likely be done. In light of COVID-19, it seems to be an even more pressing issue. Where are we at in relation to that?

Anders Gustafsson
CEO, Zebra Technologies

Yes. Since our last meeting, we have continued to work hard on ramping up our manufacturing facilities outside of China. They are all outsourced, so they are no Zebra-owned facilities, but we are partnered with other suppliers to us to do this. Our activities in Vietnam are going well and manufacturing printers at some volume today. Our Malaysia facility is currently under lockdown by Malaysian law, but that is otherwise set up and manufacturing mobile computers. We also have ramped up more volume in Taiwan and Mexico. This was also a topic that we discussed with our board this morning, but at this stage, I think we feel quite comfortable and happy with the progress we've been making.

Mike Steele
VP of Investor Relations, Zebra Technologies

Thank you for the question. That is all that we have. We have no remaining questions.

Michael Smith
Chairman of the Board, Zebra Technologies

I now call on Cristen Kogl, secretary of the meeting, for the results of the stockholder vote.

Cristen Kogl
Secretary, Zebra Technologies

Mr. Chairman, the inspector of election has counted the ballots and he has advised me that: the three nominees for director each have received a majority of votes cast. The proposal to approve the compensation of Zebra's named executive officers has received the affirmative vote of holders of a majority of the votes cast. The proposal to approve Zebra's 2020 Employee Stock Purchase Plan has received the affirmative vote of holders of a majority of the votes cast. And the proposal to ratify the selection of Ernst & Young as Zebra's auditors has received the affirmative vote of holders of a majority of the votes cast. The inspector will furnish a written report on the final vote count with respect to all matters voted on today, and this report will be included in the minutes of the meeting.

Michael Smith
Chairman of the Board, Zebra Technologies

Thank you, Cristen. Since there is no further business to come before this meeting, the meeting is adjourned, and thank you all very much for attending.

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