Document

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1).

Title of each class of securities to which transaction applies:

(2).

Aggregate number of securities to which transaction applies:

(3).

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11

(set forth the amount on which the filing fee is calculated and state how it was determined):

(4).

Proposed maximum aggregate value of transaction:

(5).

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


(1)	(2)	(3)	(4)	(5)
To elect five directors of the Company to serve until our next annual meeting of the stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.	To ratify the appointment of KPMG LLP (“KPMG”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.	To hold a non-binding advisory vote on the compensation of our named executive officers (“NEOs”).	To hold a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our NEOs.	To consider and act upon such other business as may properly come before the Meeting or any adjournment or postponement thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON OR THROUGH THE MEETING WEBSITE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ZAGG Inc, a Delaware corporation (“we,” “us,” “our,” the “Company” or “ZAGG”), for use in connection with the Meeting to be held on June 20, 2019. This Proxy Statement, the accompanying Notice of Annual Meeting, proxy card and our 2018 Annual Report on Form 10-K, or alternatively a Notice of Internet Availability of Proxy Materials (the “Internet Notice”), will be mailed to stockholders on or about May 10, 2019. The Board is soliciting your proxy in an effort to give all stockholders of record the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

We are a global leader in accessories and technologies that empower mobile lifestyles. Our award-winning product portfolio includes screen protection, power cases, power management, wireless charging, audio, mobile keyboards, protective cases, and other mobile accessories sold under the ZAGG^®, mophie^®, InvisibleShield^®, IFROGZ^®, BRAVEN^®, Gear4^®, and HALO^® brands. We have operations in the United States, Ireland, England, and China. Our products are available worldwide, and can be found at leading retailers and online.

Consolidated net sales for the year ended December 31, 2018, increased 4% to $538.2 million, primarily due to (1) an increase in demand for screen protection which was driven by the new iPhone launch as well as the introduction of the Glass + VisionGuard screen protection products, and (2) an increase in sales of our power management products, particularly those accessories related to wireless charging. These increases were partially offset by a decrease in sales of power cases. The screen protection category had record net sales of $305.0 million for the year ended December 31, 2018. In addition, consolidated Adjusted EBITDA for the year ended December 31, 2018, was $76.4 million compared to $73.0 million for the year ended December 31, 2017, an increase of $3.4 million or 5%.


TOPIC		PRACTICE
Offer Both Equity and Cash Incentives	●	Offering both equity and cash incentives allows us to pay quarterly cash bonuses tied to achievement of certain cost reduction goals, key strategic initiatives, and functional team goals, and annual equity bonuses tied to our overall performance metrics.
Emphasize Pay-for-Performance	● ●	Performance-based cash incentive bonus, which compensates executives for the achievement of certain cost reduction goals, key strategic initiatives, and functional team goals. Performance-based equity incentive bonus plan, which compensates executives for achievement of certain financial metrics.
Annual Say-on-Pay Vote	●	We annually ask stockholders to provide an advisory vote on our pay practices, which the Compensation Committee considers when setting pay for the Chief Executive Officer (“CEO”) and other NEOs.
Equity Ownership Guidelines	●	CEO and NEOs are required to own shares of our common stock (“Common Stock”) equivalent to five times (CEO) and three times (other NEOs) their base salaries.
Double-Trigger Change-in-Control	●	We have double-trigger change-in-control (“CIC”) provisions that require the actual or constructive termination of employment and the consummation of a CIC transaction.
Change in Control Vesting	●	Performance-based equity awards assumed by an acquirer accelerate (i) pro-rata at target award levels on the date of termination based on the elapsed portion of the performance period or (ii) based on actual performance if the date of termination occurs after the end of the performance period. Awards that are not assumed accelerate pro-rata at target award levels on the date of termination based on the elapsed portion of the performance period.
Clawback Policy	●	Our policy allows recovery of incentive cash or equity compensation that is based on financial statements that were subsequently restated due to the individual’s fraudulent or grossly negligent act or omission.
Dividend Equivalents	●	We do not provide dividend equivalents on unvested equity awards.
Engage an Independent Compensation Consultant	●	The Compensation Committee has retained a nationally recognized compensation consulting firm to serve as its independent compensation consultant.
Re-pricing Stock Options	●	We do not re-price our stock options and would not do so without stockholder approval.
Excise Tax Gross-Ups	●	We do not provide our executive officers with excise tax gross-ups.
Resetting of Performance Targets	●	We do not reset or amend any of the performance goals or targets used to set executive compensation programs in a fiscal year.


TOPIC		PRACTICE
Independence	● ●	4 out of 5 director nominees are independent. The Board committees are composed exclusively of independent directors.
Independent Chairperson	●	The Board has appointed an independent chairperson who is not our employee.
Executive Sessions	●	Independent directors meet regularly without management.
Annual Election	●	All directors are elected annually to a one-year term and thus, the Board election is not staggered.
Plurality Plus Voting	●	In uncontested elections, directors receiving less than 50% of the votes cast must tender their resignation for consideration of the Board.
Director Evaluations	●	The Board and each committee conduct annual self-evaluations.
Stock Ownership	●	Each director is required to hold shares of our Common Stock equal to three times his or her annual cash retainer.
Stockholder Engagement	●	The Board has adopted a protocol to allow stockholders with long-term significant holdings of our Common Stock to communicate with the Board members on appropriate topics.
Poison Pill	●	We do not have a stockholder rights plan.
Right to Call Special Meeting	●	Stockholders holding 10 percent or more of the outstanding Common Stock have the right to call a special meeting.
Confidential Voting	●	Records that identify the vote of a particular stockholder are kept confidential from the Company except in a proxy contest or as required by law.
Single Voting Class	●	Common Stock is the only class of voting shares outstanding.

Experience: Ms. Larabee had a 24-year corporate banking career focused on financial problem-solving with clients ranging from start-ups to the Fortune 500. Prior to her current position at Boise State University, she served as the Associate Vice President for University Advancement at the College of Business and Economics. She is the former Senior Vice President and Western United States Regional Manager of the Corporate Banking Division at KeyBank. Previously she managed middle market teams at U.S. Bank in Portland, Oregon, and served a national client base at Crocker Bank in San Francisco, California.

Experience: Mr. Maurer was a member of the senior management team at Intuit Inc. from 2006 until his retirement in 2014. In his most recent role at Intuit, he oversaw the Small Business Solutions Group (including QuickBooks payroll, DemandForce, and QuickBase), and previously led the TurboTax, Mint, and Quicken brands. Mr. Maurer has extensive global consumer retail sales and marketing experience with over 20 years of executive management at Proctor & Gamble (“P&G”), including 15 years internationally. As General Manager of Global Customer Development at P&G’s headquarters, he was tasked with building an effective marketing strategy to achieve a competitive advantage with P&G’s largest global customers including Wal-Mart, Costco, Ahold, Tessco, and Carrefour. Subsequent to his tenure at P&G, Mr. Maurer was Vice President of Strategy for Global Sales and U.S. Business at Campbell Soup Company. Mr. Maurer served as a director of Checkpoint Systems, Inc., which provides merchandise availability solutions for the retail industry, encompassing loss prevention and merchandise visibility, from January 2016 until the completion of the sale of the company in May 2016. He also served as a director of Iomega Corporation, a consumer technology company, from 2006 until its acquisition by EMC Corporation in 2008. Mr. Maurer holds a B.S. in Marketing and Finance from the University of Wisconsin.

Experience: Mr. Birch has over 30 years of executive management experience in drilling, tooling and hardware industries, particularly in international markets. Currently, Mr. Birch is CEO for Action Target Inc, a manufacturer of custom shooting ranges and portable steel targets for military, law enforcement, Special Forces groups, tactical training schools, and commercial applications. Prior to Action Target Inc, Mr. Birch was a Vice President and General Manager at Boart Longyear, the world's largest mineral exploration drilling company. While at Boart Longyear, Mr. Birch was responsible for the company’s core business which included $1.5 billion in revenue, more than 8,000 employees, and 1,200 drilling rigs operating in 40 countries. He was also a member of an executive team responsible for the $2.3 billion IPO of Boart Longyear on the Australian Stock Exchange. Mr. Birch began his career at Black & Decker where he worked in various sales and marketing leadership positions, culminating in his assignment as a General Manager over Baldwin Hardware. While at Black & Decker, he was also a part of a leadership team that launched the DeWalt Industrial Power Tool brand in the U.S. and Europe. Mr. Birch holds a B.S. in Business Management from Brigham Young University.

Experience: Mr. Stubbs has served as CFO of Extra Space Storage Inc. (“ESS”) since December 2011. He served as the Senior Vice President Finance and Accounting of ESS since its inception, and as the Corporate Controller of its predecessor beginning in December 2000. Prior to joining ESS’s predecessor, Mr. Stubbs served as CFO of the Lyon Company from June 2000 through December 2000. From 1995 through 2000, he served as the U.S. Controller of Critchley Inc. and from November 1992 through June 1995, he worked at Neilson, Elggren, Durkin & Co. as a consultant. Mr. Stubbs holds a B.S. and a Masters in Accountancy from Brigham Young University.

The Board reviews the independence of our directors on the basis of standards adopted by the NASDAQ Stock Market (“NASDAQ”). As a part of this review, the Board considers transactions and relationships between the Company, on the one hand, and each director, members of the director’s immediate family, and other entities with which the director is affiliated, on the other hand. The purpose of such a review is to determine which, if any, of such transactions or relationships are inconsistent with a determination that the director is independent under NASDAQ rules. As a result of this review, the Board has determined that each of our directors other than Mr. Ahern (our CEO) is an “independent director” within the meaning of applicable NASDAQ standards.

1.This column shows the full grant date fair market value of the RSUs granted as computed under Accounting Standards Codification Topic 718, Stock Compensation ("ASC Topic 718") and the expense attributable to these awards that will be recorded over the vesting period (excluding estimates for forfeitures in case of awards with service-based vesting). Assumptions and methodologies used in the calculation of these amounts are included in footnotes to our audited financial statements for the fiscal year ended December 31, 2018, which are included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC").

The Board has adopted guidelines to effectively pursue ZAGG's objectives for the benefit of its stockholders (the “Corporate Governance Guidelines”), which can be accessed at our corporate website at http://investors.zagg.com (The URL is included here as an inactive textual reference). Our Corporate Governance Guidelines are intended to supplement our bylaws and Board committee charters. The Nominating and Governance Committee reviews our Corporate Governance Guidelines at least annually and then, as it deems appropriate, recommends amendments to the Board.

RISK OVERSIGHT DUTY

BOARD COMMITTEE

RESPONSIBILITY

Monitoring of credit, liquidity, regulatory, operational, cyber, and enterprise risks.

Audit Committee

& the Board

Regular reviews with management, internal and external auditors, and other advisers.

Review of accounting and financial controls, related party transactions, and assessment of business risks.

Audit Committee

Regular reviews with management and periodic meetings with independent registered public accounting firms.

Monitoring of our governance and succession risk.

Nominating and Governance Committee & the Board

Regular reviews with management and outside advisors.

Monitoring CEO succession and our compensation policies and related risks.

Compensation Committee

& the Board

Regular reviews with management and outside advisors.

The Board believes that it is inappropriate for our directors, officers, other employees, or our subsidiaries to hedge or monetize transactions to lock in the value of holdings in our securities. Such transactions, while allowing the holder to own our securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of our stockholders. The objective of the Transaction Policy is to prohibit direct or indirect engagement in hedging against future declines in the market value of any of our securities through the purchase of financial instruments designed to offset such risk.

None of our directors, officers, other employees or our subsidiaries may, at any time, directly or indirectly, engage in any kind of hedging transaction that could reduce or limit such person’s holdings, ownership, or interest in or to any of our Common Stock or other securities, including, without limitation, outstanding stock options, deferred stock, restricted stock units, or other compensation awards, the value of which are derived from, referenced to, or based on the value or market price of our securities. Prohibited transactions include the purchase by directors, officers, or other employees of financial instruments, including, without limitation, prepaid variable forward contracts, instruments for short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any of our securities.

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons had or has any material interest, directly or indirectly, in any transaction during 2018 or in any presently proposed transaction which, in either case, has or will materially affect us.

In 2018, we created a “Sustainability Working Group” consisting of dedicated internal resources and external advisors to address ESG factors related to us. The goal of the Sustainability Working Group is to improve our long-term performance utilizing ESG factors material to our business. Our framework for ESG factor evaluation and disclosure is informed by potential opportunities and risks for our business, views of our stockholders, and leading ESG ratings agencies and reporting frameworks. Among the ESG reporting frameworks, we primarily utilized the Sustainability Accounting Standard Board's (“SASB”) Sustainability Accounting Standards relevant for our industry (SASB industry classification: Apparel, Accessories and Footwear and the Multiline and Specialty Retailers and Distributors). We determined that many of the topics in those standards represent trends and uncertainties that may materially impact our operational performance or financial condition.

Manufacturers’ Accountability – We comply with the California Transparency and Supply Chain Act, we have a zero-tolerance policy for slavery and human trafficking, and we hold our manufacturers to the highest standards. We require each of our manufacturers to agree to and execute our Manufacturer’s Code of Conduct, which requires our manufacturers to comply with all applicable laws and regulations, to treat each employee with dignity and respect, to not discriminate, and to provide all employees with a safe and healthy workplace. Furthermore, each manufacturer agrees that its factory may be inspected at any time and that any noncompliance will represent a breach of the applicable supply agreement.

Internal Accountability – We have internal procedures for determining whether employees or contractors are complying with Company standards regarding slavery and human trafficking. Our legal department conducts an annual training in which employees are trained on human trafficking and slavery awareness within our manufacturers. Our operations and product teams are required to attend such training as those departments are primarily responsible for monitoring compliance. Furthermore, we require each employee to be familiar with our Manufacturer’s Code of Conduct.

Foreign Corrupt Practices Act Policy – We comply with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). The FCPA makes it illegal for U.S. persons, including U.S. companies and their subsidiaries, officers, directors, employees and agents, and any stockbrokers acting on their behalf, to bribe foreign officials. The FCPA also requires U.S. companies and their subsidiaries to keep accurate and complete books and records and to maintain proper internal accounting controls. All of our employees are required to sign our FCPA policy and complete FCPA training.

In addition to the BRAVEN packaging improvements, we invested in the packaging of our warranty mailer program. We offer a limited lifetime replacement program for our glass products. If the glass scratches or breaks, even through normal daily use, we will replace it for a $5.99 shipping and handling cost. The previous warranty process included a complete retail packaged glass replacement, packing slip, and return envelope, packed in a heavy card stock outbound shipping envelope. The new warranty mailer process eliminates the need for a packing slip and uses a different envelope that is 37% less paper, reducing costs as well as environmental impact.

We continually train our employees on cybersecurity. A company-wide training program that started in the first quarter of 2018 received a 100% completion rate as of the end of the fourth quarter of 2018. The topics included the General Data Protection Regulation which was adopted by European Union in May 2018 to protect personal data for all individuals, email security, strong password creation and usage and phishing. The phishing training provided tangible results; the initial click rate was baselined at 18%, but following the training programs the click rate decreased to approximately 8%.

In addition to significant cybersecurity investment, we made several information technology business process improvements that will result in a more secure environment for our customers and employees. Technology platforms that support key business processes are under review to align with business process improvements and lower our exposure to malicious attacks. However, our 2018 acquisition activity created many disparate e-commerce shopping experiences. A single consolidated e-commerce platform supporting cross brand shopping was introduced in early 2019 which we believe will bolster our cybersecurity defenses.

Zero or Low-Emissions Vehicle Incentive – We are committed to taking steps to improve the environment in our local community. To this end, we provide a one-time incentive to employees who purchase a zero or low emissions vehicle. Employees who purchase a new electric or hybrid vehicle may be eligible for a $5,000 incentive. Employees who purchase a used electric or hybrid vehicle may be eligible for a $1,000 incentive. The table below presents the number of employees who qualified for the zero or low-emissions vehicle incentive by participating office since 2016.

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all the Board, committee and stockholders’ meetings. For the fiscal year ended December 31, 2018, there were four meetings of the Board. Ms. Larabee and Messrs. Ahern, Maurer, and Stubbs each attended, in person or by telephone, all of the meetings of the Board and the committees on which he or she served (in each case during the period in which he or she served). Mr. Heiner attended the February and April meetings of the Board and committees on which he served. Mr. Birch attended the October Board meeting, which was the last Board meeting for the fiscal year in conjunction with his appointment as a director on the Board and the meetings of the committees on which he served.

The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities: (1) Audit Committee, (2) Compensation Committee, and (3) Nominating and Governance Committee. Each committee acts pursuant to a written charter adopted by the Board. Each committee’s charter is available on our corporate website at http://investors.zagg.com (the URL is included here as an inactive textual reference). All of the committees are comprised solely of non-employee, independent directors as defined by NASDAQ standards.

Daniel R. Maurer, Cheryl A. Larabee, E. Todd Heiner (resigned effective July 2018), Michael T. Birch (appointed in October 2018), and P. Scott Stubbs served on the Compensation Committee in 2018. None of the directors who served on the Compensation Committee in 2018 has ever served as one of our officers or employees or is or was a participant in fiscal 2018 in a related person transaction with the Company. None of our NEOs serves as a member of the compensation committee or board of directors of any entity that has an executive officer serving on our Compensation Committee or as a member of our Board.

Cheryl A. Larabee, Daniel R. Maurer, E. Todd Heiner (resigned effective July 2018), Michael T. Birch (appointed in October 2018) and P. Scott Stubbs served on the Nominating and Governance Committee in 2018. The policy of the Nominating and Governance Committee is to consider stockholder recommendations for candidates to serve as our directors properly submitted in accordance with our bylaws. In evaluating those recommendations, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience, and capability on the Board and to address the membership criteria described below. Any stockholder wishing to recommend a candidate for consideration by the Nominating and Governance Committee should submit a recommendation in writing indicating the candidate’s qualifications and other relevant biographical information (including without limitation, name, age, business and residence address, principal occupation, class and number of shares of the Company held by the candidate) and provide confirmation of the candidate’s consent to serve as a director. This information should be addressed to the Nominating and Governance Committee c/o Secretary at the following address:

The Nominating and Governance Committee does not have a formal policy regarding diversity, but as described above considers a broad range of attributes and characteristics in identifying and evaluating nominees for election to the Board. The Nominating and Governance Committee assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Governance Committee considers various potential candidates for directors. Candidates may come to the attention of the Nominating and Governance Committee through various means, including current directors, stockholder recommendations or other referrals. Candidates are evaluated at meetings of the Nominating and Governance Committee, and may be considered at any point during the year.

Brian Stech, 43, is our President with responsibility for leading the strategy and execution of our product, brand and distribution initiatives. Prior to his appointment, Mr. Stech served as our Chief Commercial Officer (“CCO”) in 2017, and served as President of our ZAGG business unit in 2016. Mr. Stech joined us as our Executive Vice President of Global Sales, and was promoted to Executive Vice President of Global Sales and Marketing in 2014. Prior to joining us in 2014, Mr. Stech served as President of SteelSeries, an award-winning gaming accessories company that was recognized by Entrepreneur Magazine as one of the “Top 100 Brilliant Companies to Watch” in 2009. Mr. Stech grew revenue twentyfold from 2008 to 2013 while guiding the company to a leading market share position in North America. Prior to his tenure at SteelSeries, Mr. Stech led global marketing and channel development for Motorola’s smartphone business unit. Mr. Stech has also served in leadership roles at Mobility Electronics (iGo, Inc.) and Ralston Purina Company. Mr. Stech holds a B.S. in Business from Indiana University.

Jim Kearns, 58, was appointed to serve as our Chief Operating Officer (“COO”) in August 2018, with responsibility for designing, implementing, and overseeing our business operations and information technology. Mr. Kearns has more than 30 years of experience in business transformation, customer loyalty, and operational management. Prior to joining us, Mr. Kearns was Vice President of Hewlett-Packard (“HP”) from August 2013 to August 2018, where he led a team responsible for processing and end-to-end management of all HP enterprise orders, and pre- and post-sales support. During his five years at HP, Kearns demonstrated strong leadership across several operational functions and established a proven track record of delivering material results. Prior to HP, Mr. Kearns spent 15 years at Dell in several operational roles, where in his latter years he served as the executive director in charge of EMEA sales operations. In this role, Mr. Kearns identified and led a significant amount of process transformation and managed change across all business functions to enhance customer experience, operational efficiency, and business growth. Mr. Kearns earned his bachelor’s degree in business management from the Institute of Commercial Management and has completed post graduate studies in electronic engineering; 6 Sigma, quality & environmental management.

Taylor D. Smith, 40 , was appointed to serve as our CFO effective March 31, 2019, after previously serving as our Vice President of Finance and Accounting. Mr. Smith has the responsibility for the common support areas of finance, accounting, treasury, and investor relations. Prior to his promotion to Vice President, Finance and Accounting in January 2013, Mr. Smith served as our Director of SEC Reporting. Before joining ZAGG in July 2011, Mr. Smith served in various roles at KPMG starting in August 2004, including senior manager, manager, senior associate, and associate within the audit group. Mr. Smith is a licensed certified public accountant and holds a B.S. and a Masters in Accountancy from Brigham Young University.

The Audit Committee has appointed KPMG as our independent registered public accounting firm (independent auditors) to audit our 2019 consolidated financial statements and internal control over financial reporting as of December 31, 2019. We are seeking stockholder ratification of such action. Stockholder ratification of the appointment of KPMG is not required by our bylaws or otherwise. However, we are submitting the appointment of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will consider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and the stockholders.

The responsibilities of the Audit Committee include providing oversight to our financial reporting process through periodic meetings with our independent registered public accounting firm and management to review accounting, auditing, internal controls, and financial reporting matters. Management is responsible for our internal controls and the financial reporting process. The independent registered public accounting firm, KPMG, is responsible for performing an independent audit of our consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board ("PCAOB") and for issuing reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

For the years ended December 31, 2018 and 2017, we incurred fees to KPMG. Audit fees include the annual audit, the audit of the effectiveness of internal control over financial reporting, quarterly reviews, audit for business acquisitions, and accounting consultations. The increase in audit fees from 2017 to 2018 is primarily related to work incurred during 2018 regarding the acquisitions of Gear4 and HALO. Audit-related services consisted of due diligence services in connection with acquisitions of Gear4 and HALO and a subscription fee for an online accounting research tool. Tax fees include U.S., foreign, and state income tax preparation and tax consultation. The Audit Committee believes KPMG’s independence has not been impaired by their non-audit services.

It is the policy of the Audit Committee to pre-approve audit, audit-related, tax and non-audit services to be performed by the independent registered public accounting firm and the related fees. The Audit Committee is authorized by the Board to delegate, within specified limits, the pre-approval of such services and fees to an individual member of the Audit Committee, provided that such individual shall report any decisions to pre-approve such services and fees to the full Audit Committee at its next regularly scheduled meeting. During 2018, no fees were approved by the Audit Committee after services were performed pursuant to the de minimis exception established by the SEC.

ELEMENT

FORM

PURPOSE

HOW IT LINKS TO PERFORMANCE

Fixed

Base Salary

Cash

To provide a stable, market
comparable, reliable source of
income.

●

Reviewed annually; adjustments
made based on individual and
Company performance

At-Risk

Short-Term Performance

Cash

To reward the achievement of annual financial and

●

Targets linked to strategic initiatives and functional team goals

Based

operational goals.

●

Maximum and minimum thresholds based on achievement of cost reduction, strategic initiatives and functional team goals and targets

Long-Term

RSUs

To reward the achievement of

●

Performance- and time-based

Performance Based

our long-term performance and strategic goals.

●

Three-year graded vesting from the date of grant

●

Adjusted EBITDA and Net Sales targets

●

Maximum and minimum thresholds
based on achievement of goals and targets

In connection with his appointment as CEO in March 2018, Mr. Ahern received a one-time RSU award equal to the share equivalent of $700,000 on the date of grant. Pursuant to the terms of the award, Mr. Ahern had an option to receive a portion of the award in cash. Mr. Ahern selected to take $400,000 in cash concurrent with his move and home purchase near our corporate headquarters and kept $300,000 in RSUs (the equivalent of 19,355 shares). One-third of the awards on each of the 1^st, 2^nd, and 3^rd anniversaries of the grant date subject to Mr. Ahern's continued employment with the Company.

During the fourth quarter Board meeting held each October, the Compensation Committee reviews benchmarking data from the peer group and industry based on positions and companies with similar size to ensure that the NEOs’ salaries are set at levels that are competitive. In addition, the NEOs' salaries are based on their individual performance, current responsibilities, expertise, and expected future contributions. None of our NEOs are currently party to an employment agreement that provides for automatic or scheduled increases in their base salary.

The remaining 1/3 of the short-term incentive is linked to functional team goals. We have 47 teams, each responsible for establishing appropriate performance goals at the department and team level, resulting in 164 goals tracked and reported monthly. The specific goals for the NEOs were established at the beginning of the fiscal year by each respective functional team and approved by the CEO. The CEO’s cash incentive bonus was tied to the achievement of the NEOs’ goals, all of which are designed to improve operational processes to reduce costs, increase productivity, enhance competitive positioning, and improve financial results.


NAME	GOAL	TARGET BONUS (% OF BASE SALARY)	TARGET BONUS ($)		TOTAL TARGET ACHIEVED (%)(1)	ACTUAL BONUS EARNED ($)(2)
Chris Ahern	33% of Cost Reduction, 33% of Strategic Initiatives and 33% of Functional Team Goals Achieved	100%	$	472,500	91%	$	432,077
Bradley J. Holiday	33% of Cost Reduction, 33% of Strategic Initiatives and 33% of Functional Team Goals Achieved	40%	$	136,000	92%	$	124,833
Brian Stech	33% of Cost Reduction, 33% of Strategic Initiatives and 33% of Functional Team Goals Achieved	50%	$	196,662	92%	$	180,463
Jim Kearns (3)	33% of Cost Reduction, 33% of Strategic Initiatives and 33% of Functional Team Goals Achieved	40%	$	53,335	87%	$	46,376

PRINCIPLES GUIDING OUR EXECUTIVE COMPENSATION

Link a significant portion of compensation to Company and individual performance.

Talent acquisition and retention.

We believe that compensation levels should reflect performance, both corporate and individual. This is accomplished by:

●

We strive to offer compensation that is competitive with that offered by comparable companies regionally and globally to attract, retain and reward our NEOs.

●

Motivating, recognizing and rewarding individual excellence.

●

Align management’s interests with those of stockholders.

●

Paying short-term cash bonuses based upon measurable corporate financial and individual performance goals.

●

We seek to implement programs that will encourage NEOs to remain with us and to increase long-term stockholder value by providing competitive compensation and granting long-term stock-based awards with a 3-year vesting period.

●

Linking long-term compensation to our performance-based on net sales and Adjusted EBITDA.

3.Within five (5) years from the date of the executive’s hire or promotion, all of our NEOs are required to own shares of Common Stock having an aggregate value at least equal to: (i) five times the base salary for our CEO and (ii) three times the base salary of all other executive officers. In addition, in the same time frame, members of the Board are required to own shares of Common Stock having an aggregate value at least equal to three times the cash portion of their annual Board compensation. The Board reviewed compliance with the equity ownership guidelines during 2018 and all NEOs and members of the Board are either in compliance currently or are expected to be so in advance of the applicable deadline.

The Compensation Committee finalizes the executive compensation decisions after reviewing our performance and evaluating the NEOs’ performance against established goals, leadership ability, Company responsibilities, and current compensation arrangements. To assist in this process, it reviews a compensation analysis for each NEO to understand how each element of compensation relates to other elements and to the compensation package as a whole. The compensation analysis summarizes the total compensation opportunity, including fixed and variable compensation, perquisites and potential payments upon termination or change of control. In addition, the compensation analysis includes a summary of historical compensation.

Our CEO also serves as a director and is uniquely positioned to serve as a resource to the Board and the Compensation Committee in many of its compensation decisions, and in their evaluation of the issues, opportunities, and challenges facing us and our industry. This support may help inform the identification of key performance metrics and indicators that may be used in setting performance-based compensation. Our CEO is close to our day-to-day operations and is able to identify key contributors and top performers within the Company, which helps to ensure that their compensation accurately reflects their responsibilities, performance, future expectations, and experience levels. While our CEO recuses himself from any Board discussions that involve his own compensation, his recommendations and feedback, along with the feedback and recommendations of our other senior executive officers, are often taken into consideration by the Board and the Compensation Committee when setting compensation levels.

In 2018, the Compensation Committee worked with its independent consultant, Aon, to assess the appropriateness of the peer group previously used for purposes of benchmarking our executive and director compensation. To initially formulate this peer group, the Compensation Committee identified companies that were technology-focused and/or producers of consumer branded products of similar size (1/3 to 3x ZAGG 's revenue) and complexity. The executive benchmarking data from the peer group was size-adjusted based upon our revenue using a regression analysis.

Management, the Compensation Committee and Aon have assessed our compensation policies and practices with respect to all employees to determine whether risks arising from those policies and practices are reasonably likely to have a material adverse effect on us. In doing so, management, the Compensation Committee and Aon considered various features and elements of the compensation policies and practices that discourage excessive or unnecessary risk taking. As a result of the assessment, we have determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Each of Messrs. Ahern, Holiday, Stech, and Kearns have entered into a CIC addendum to his employment agreement or CIC agreement (“CIC Addendum/Agreement”). Pursuant to the CIC Addendum/Agreement, if the individual is subject to a termination without cause or terminates his employment for good reason after a CIC event (each as defined in the CIC Addendum/Agreement), such individual will be entitled to the following after the date of separation, subject to such individual's execution of a separation or settlement agreement contain in a general release of known and unknown claims against the Company:

These severance payments will be paid bi-monthly in accordance with our normal payroll practices and will commence within 30 days from separation. In addition, the vesting and exercisability of outstanding incentive awards for which the performance criterion has been met will automatically accelerate. Awards for which the performance criterion has not yet been met are subject to pro-rata vesting as previously described. During the severance period months, we will also pay the premiums to continue the executive’s group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") if he is eligible for COBRA and has elected continuation coverage under applicable rules. However, our COBRA obligations shall immediately cease to the extent the executive becomes eligible for substantially equivalent health insurance coverage from a subsequent employer.

If a NEO’s employment is terminated by us for cause, the NEO is entitled to no compensation or benefits from us other than those earned through the date of termination. A termination “for cause” occurs if the NEO is terminated for any of the following reasons: (i) theft, dishonesty or falsification of any employment or our records; (ii) improper disclosure of our confidential or proprietary information resulting in damage to us; (iii) any action by the executive which has a material detrimental effect on our reputation or business; (iv) the executive’s failure or inability to perform any assigned duties after written notice from the Company to them of, and a reasonable opportunity to cure, such failure or inability; (v) the executive’s conviction (including any plea of guilty or no contest) of a felony, or of any other criminal act if that act impairs their ability to perform the duties under the employment agreement or (vi) the executive’s failure to cooperate in good faith with a governmental or internal investigation or our directors, officers or employees, if we have requested their cooperation.

The Compensation Committee reviews Messrs. Ahern, Holiday, Stech, and Kearns’ base salary and other compensation annually, and revises such amounts at its discretion. In addition to base salary, they may receive an annual cash incentive bonus and/or annual stock-based compensation as determined by the Compensation Committee, subject to the achievement of various operational and financial goals. All RSU awards are issued and vest pursuant to the terms of our grants discussed in detail above under Long-term Incentive - RSUs.

If Messrs. Ahern, Holiday, Stech, or Kearns’ at-will employment is terminated by us without cause, and if he signs a general release of known and unknown claims in form satisfactory to us, he will receive severance payments equal to their current compensation, less applicable withholding, for 12 months (24 months in the case of Mr. Holiday) after the date of the termination. For purposes of calculating such severance, current compensation means the sum of such person's then-current base salary (75% of then-current base salary in the case of Mr. Kearns) plus the current annual targeted bonus. Any severance payment in connection with a CIC will be handled under the CIC "double-trigger" policy described above, and any severance payment noted here is not additive to any payouts under that policy.


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)		NON-EQUITY INCENTIVE CASH AWARD ($)			RSUs ($)(1)		ALL OTHER COMPENSATION ($)			TOTAL ($)
Chris Ahern	2018	$	477,651	$	832,077		$	766,726	$	148,961	(3)	$	2,225,415
CEO and Director (2) (7)	2017	$	400,000	$	143,493		$	588,769	$	306,805	(4)	$	1,439,067
	2016	$	188,291	$	42,264		$	200,000	$	27,202	(5)	$	457,757

Bradley J. Holiday (9)	2018	$	340,000	$	124,833		$	210,027	$	28,996	(3)	$	703,856
SVP of Finance & Strategic Projects	2017	$	340,000	$	95,530		$	249,394	$	28,313	(4)	$	713,237
	2016	$	300,000	$	137,517		$	530,604	$	10,000	(5)	$	978,121

Brian Stech	2018	$	400,000	$	180,463		$	761,368	$	30,952	(3)	$	1,372,783
President (2)	2017	$	400,000	$	113,892		$	763,070	$	27,372	(4)	$	1,304,334
	2016	$	371,875	$	106,734		$	600,004	$	24,156	(5)	$	1,102,769

Jim Kearns (6)	2018	$	127,175	$	146,376		$	210,034	$	7,354	(3)	$	490,939
COO	2017	$	—	$	—		$	—	$	—	(4)	$	—
	2016	$	—	$	—		$	—	$	—	(5)	$	—

Randall L. Hales	2018	$	452,732	$	166,590		$	—	$	31,280	(3)	$	650,602
Former President, CEO & Director (2)	2017	$	675,000	$	1,616,439	(8)	$	826,369	$	38,813	(4)	$	3,156,621
	2016	$	696,400	$	349,939		$	2,327,020	$	24,145	(5)	$	3,397,504


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)										Estimated Future Payouts Under Equity Incentive Plan Awards (1)					All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of RSUs($) (4)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold RSUs (#)		Target RSUs (#)		Maximum RSUs (#)
Chris Ahern	N/A (1)	$	—	$	472,500	$	472,500
	March 7, 2018 (2)													19,355	$	300,000
	April 3, 2018 (3)							32,979		42,553		52,127			$	500,000

Bradley J. Holiday	N/A (1)	$	—	$	136,000	$	136,000
	April 3, 2018 (3)							14,840		19,149		23,458			$	225,000

Brian Stech	N/A (1)	$	—	$	196,662	$	196,662
	March 7, 2018 (2)													32,258	$	500,000
	April 3, 2018 (3)							18,468		23,830		29,192			$	280,000

Jim Kearns	N/A (1)	$	—	$	53,335	$	53,335
	September 4, 2018 (3)							11,037		14,241		17,445			$	225,000

Randall L. Hales (5)		$	—	$	—	$	—	$	—	$	—	$	—

The information below describes and quantifies certain payments or benefits that would be payable under our existing plans and programs if a NEO’s employment were terminated or we undergo a CIC. These benefits are in addition to benefits generally available to all our salaried employees in connection with a termination of employment, such as disability and life insurance benefits and the value of employee-paid group health plan continuation coverage under the COBRA. As noted above, Chris Ahern, Bradley J. Holiday, Brian Stech and Jim Kearns have separate employment agreements with us that include severance and CIC provisions.

Under our Amended and Restated 2013 Equity Incentive Award Plan, the Compensation Committee, which administers such plans, at its sole and absolute discretion, has the ability to accelerate the vesting of awards granted under such plan, though such acceleration of vesting is not mandated for performance-based awards. However, on April 23, 2018, the Compensation Committee adopted a policy limiting the use of its discretion to accelerate vesting in connection with a CIC and termination without cause or for good reason as described below.

The Amended and Restated 2013 Equity Incentive Award Plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock, and restricted stock units can be awarded. The Amended and Restated 2013 Equity Incentive Award Plan’s initial share reservation is 5,000,000 shares. The term of the plan is for 10 years from the date of original adoption of the Amended and Restated 2013 Equity Incentive Award Plan. As of December 31, 2018, there were 2,360,576 shares available for grant under the Amended and Restated 2013 Equity Incentive Award Plan.

To determine the median compensated employee, we made a direct determination from our total global employee population (excluding the former CEO and current CEO). Using a consistently applied compensation measure of base salary, bonuses paid during the year, the grant date fair market value of RSU awards made during 2018 as computed under ASC Topic 718, and other cash compensation, we ranked our employees from the highest paid to the lowest paid, and selected our median compensated employee. Our employee population was evaluated as of December 31, 2018. Non-U.S. employee compensation was converted to US dollars based on the 2018 average of daily exchange rates.

Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that median allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for us, as other companies are headquartered in different locations, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

Our Compensation Committee will take into consideration the outcome of this vote in making a recommendation to the Board regarding the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, our Board may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently, but no less frequently than once every three years, as required by the Dodd-Frank Act. In the future, we will propose an advisory vote on the frequency of the executive compensation advisory vote at least once every six calendar years as required by the Dodd-Frank Act.

Since 2013, we have held annual advisory votes on executive compensation, consistent with the vote of our stockholders. After careful consideration and based on the recommendation of our Compensation Committee, the Board believes that an executive compensation advisory vote should be held annually, and therefore our Board recommends that you vote for a frequency of every one year for future executive compensation advisory votes. Our Board believes that, among other things, an annual executive compensation advisory vote promotes transparency of any recent changes to our executive compensation program, allows our stockholders to express their views annually on our executive compensation program, and provides timely feedback to the Compensation Committee and the Board. We believe an annual vote would be the best governance practice for our Company at this time.

Stockholders will be able to specify one of four choices for this proposal on the proxy card: three years, two years, one year or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock granted as RSUs (excluding RSUs granted subject to performance conditions that have not yet been realized) were deemed outstanding for computing the percentage of the person holding such RSUs but are not deemed outstanding for computing the percentage of any other person, and was based upon the number of shares of the Common Stock issued and outstanding, as of April 22, 2019, which was 29,062,600 shares.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of April 22, 2019, were deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and was based upon the number of shares of the Common Stock issued and outstanding, as of April 22, 2019, which was 29,062,600 shares.


TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNERS	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP		PERCENT OF CLASS
Common Stock	RBC Global Asset Management (U.S.) Inc. 50 South Sixth Street, Suite 2350 Minneapolis, Minnesota 55402	2,442,448	(1)	8.4	%
Common Stock	Blackrock, Inc. 55 East 52nd Street New York, New York 10055	2,420,697	(2)	8.3	%
Common Stock	Dimensional Fund Advisors LP Building One, 6300 Bee Cave Road Austin, Texas 78746	1,896,725	(3)	6.5	%
Common Stock	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	1,697,863	(4)	5.8	%
Common Stock	Wasatch Advisors, Inc. 505 Wakara Way, Salt Lake City, UT 84108	1,483,457	(5)	5.1	%

If any stockholder intends to present a proposal to be considered for inclusion in our proxy material in connection with our 2020 Annual Meeting of Stockholders, the proposal must be in proper form (per SEC Regulation 14A, Rule 14a-8-Stockholder Proposals) and received by the Secretary of the Company on or before December 25, 2019. Stockholder proposals to be presented at the 2020 Annual Meeting of Stockholders which are not to be included in our proxy materials must be received by us no earlier than the close of business on March 22, 2020, nor later than the close of business on April 21, 2020.

In instances in which multiple holders of the Common Stock share a common address and are the beneficial owners, but not the record holders, of those shares of Common Stock, the holders’ banks, brokers or other nominees may only deliver one copy of this Proxy Statement and our 2018 Annual Report on Form 10-K, unless the applicable bank, broker or nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written request, a separate copy of this Proxy Statement and our 2018 Annual Report on Form 10-K to any stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of this Proxy Statement and our 2018 Annual Report on Form 10-K should submit a request by writing to Abby Barraclough, Corporate Secretary, ZAGG Inc, 910 West Legacy Center Way, Suite 500, Midvale, Utah 84047. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

If you hold your shares in street name, which means your shares are held of record by a broker, bank or nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting instructions over the internet and may also permit you to vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the notice provided by your broker. If you hold shares in street name, you must obtain a legal proxy from the stockholder of record to vote in person at the Meeting.

Presence by attendance at the Meeting in person (including virtually through the virtual web meeting) or by proxy of a majority of the shares of Common Stock outstanding at the close of business on the Record Date and entitled to vote at the Meeting will be required for a quorum. Shares of Common Stock present by attendance at the Meeting or represented by proxy (including shares that abstain or do not vote with respect to one or more of the matters presented for stockholder approval and broker non-votes) will be counted for purposes of determining whether a quorum exists at the Meeting.

Attendance at the Meeting in person or through the internet will not itself be deemed to revoke your proxy unless you vote in person or via the internet while attending the Meeting. If you attend the Meeting in person or via the internet and want to vote in person or via the internet, you can request that your previously submitted proxy not be used. If you hold your shares in street name, you may change or revoke the voting instructions you provide to your broker, bank or nominee by following the specific directions provided to you by your broker, bank or nominee, or, if you have obtained a legal proxy from your broker, bank or nominee, by attending the Meeting and voting in person.

Proposal 2 – Ratification of KPMG as our Independent Registered Public Accounting Firm. The affirmative vote of a majority of the shares present in person (including by webcast) or represented by proxy and entitled to vote at the Meeting is required to ratify KPMG as our independent registered public accounting firm. Abstentions will count as present and be entitled to vote for purposes of this proposal. Broker non-votes are not considered entitled to vote on this proposal and, as a result, broker non-votes will have no effect on this proposal.

Proposal 3 – Advisory Vote on Executive Compensation. The affirmative vote of a majority of the shares present in person (including by webcast) or represented by proxy and entitled to vote at the Meeting is required to approve, on an advisory basis, the compensation of our NEOs. The advisory vote on executive compensation is a non-binding advisory vote; however, the Compensation Committee and the Board intend to consider the outcome of the vote when considering future executive compensation decisions. Abstentions will count as present and entitled to vote for purposes of this proposal and will have the effect of votes against this proposal. Broker non-votes are not considered entitled to vote on this proposal and as a result, broker non-votes will have no effect on this proposal.

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The advisory vote on the frequency of the future advisory votes on executive compensation will be decided by the alternative receiving the affirmative vote of the highest number of shares, present in person (including by webcast) or represented by proxy, and entitled to vote at the Meeting. Because the advisory vote on the frequency of the future advisory votes on executive compensation is a non-binding advisory vote, the Board may decide that it is in the best interests of stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by the stockholders, but in no case less frequently than every three years.

Any other matter submitted to the stockholders will require the affirmative vote of a majority of the shares represented and entitled to vote, in person (including by webcast) or by proxy, at the Meeting, unless a greater percentage is required either by law or by our certificate of incorporation or bylaws. In addition, the proxy confers discretionary authority to the persons named in the proxy authorizing those persons to vote, in their discretion, on any other matters properly presented at the Meeting. The Board is not currently aware of any such other matters. If any other matter does properly come before the Meeting, the Board intends that the persons named in the enclosed form of proxy will vote on such matter in accordance with their judgment.

We are pleased to take advantage of the SEC rules that allow companies to furnish their proxy materials over the internet. As a result, we are mailing to most of our stockholders the Internet Notice instead of a paper copy of the Proxy Statement and our 2018 Annual Report on Form 10-K. The Internet Notice contains instructions on how to access those documents over the internet. The Internet Notice also contains instructions on how to request a paper copy of our proxy materials, including the Proxy Statement, 2018 Annual Report on Form 10-K and a form of proxy card or voting instruction card. All stockholders who do not receive an Internet Notice will receive a paper copy of the proxy materials by mail. We believe this process will allow it to provide our stockholders with the information they need in a more efficient manner, while reducing the environmental impact and lowering the costs of printing and distributing these proxy materials.

We will be hosting the Meeting at our principal executive offices located at 910 West Legacy Center Way, Suite 500, Midvale, Utah 84047, and simultaneously on the internet through a virtual web conference at www.virtualshareholdermeeting.com/ZAGG2019. Our stockholders will continue to have the opportunity to engage with our Board and our independent auditors during the Meeting. Our optional virtual meeting platform provided by our proxy solicitor, Broadridge Financial Solutions, allows all participating stockholders to submit questions at any point in the Meeting. In addition, it also allows our stockholders to vote on proposals online. We believe that our virtual platform increases stockholder participation while at the same time affording the same rights and opportunities to participate, as stockholders would have at a physical annual meeting.

The following information is not a financial measure under U.S. GAAP. In addition, it should not be construed as an alternative to any other measures of performance determined in accordance with U.S. GAAP, or as an indicator of our operating performance, liquidity or cash flows generated by operating, investing and financing activities as there may be significant factors or trends that it fails to address. We present this financial information because we believe that it is helpful to some investors as a measure of our operations. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions; accordingly, its use can make it difficult to compare our results with our results from other reporting periods and with the results of other companies.


CONSOLIDATED ADJUSTED EBITDA RECONCILIATION
		FOR THE YEARS ENDED
		DECEMBER 31, 2018			DECEMBER 31, 2017
Net income in accordance with U.S. GAAP			$	39,189		$	15,100

Adjustments:
a.	Stock-based compensation expense	3,009			3,602
b.	Depreciation and amortization	18,288			21,888
c.	Impairment of intangible asset	—			1,959
d.	Other expense	2,167			1,383
e.	Inventory step up expense	179			—
f.	Transaction costs	1,678			—
g.	mophie restructuring charges	—			437
h.	mophie employee retention bonus	—			346
i.	BRAVEN employee retention bonus	77			—
j.	CFO retention bonus	366			—
k.	CEO signing bonus	400			—
l.	Consulting fees to former CEO	700			—
m.	Provision for income taxes	10,340			28,252
Adjusted EBITDA			$	76,393		$	72,967


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to §240.14a-12


Corporate Objectives

Creative Product Solutions
The Preferred Brand
Targeted Global Distribution
Operational Excellence

Core Values

Integrity
Ownership
Care for People
Passion
Continuous Improvement
Performance
Sense of Urgency


PROXY SUMMARY			1

Proposal 1 – Election of Directors			4
Our Board of Directors			4
Director Compensation			8
Corporate Governance			9

Proposal 2 – Selection of Independent Registered Public Accounting Firm			17
Audit Committee Report			18
Audit Fees			19

Proposal 3 – Advisory Vote on Executive Compensation			20
Compensation Discussion and Analysis			21
Report of Compensation Committee			31
Executive Compensation Tables			32

Proposal 4 – Advisory Vote on the Frequency of Future Executive Compensation Advisory Vote			38

Security Ownership Information			39
Securities Ownership of Directors and NEOs			39
5% or More Beneficial Owners			39

Other Information			41
Frequently Asked Questions			41
Other Business			46
Annex A: Reconciliation of Non-GAAP Financial Information to GAAP			A-1


MATTERS TO BE VOTED ON
ITEM FOR BUSINESS			BOARD RECOMMENDATION		FURTHER DETAILS (PAGE#)
1	Election of Five Directors	FOR		4
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR		17
3	Advisory Vote on Executive Compensation	FOR		20
4	Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation	EVERY YEAR		38


NAME	FEES EARNED			RSUs (1)			TOTAL
Cheryl A. Larabee	$	98,000	(2) (3)	$	124,517		$	222,517
Daniel R. Maurer	$	67,000	(3)	$	84,673		$	151,673
E. Todd Heiner	$	32,083	(4)	$	—	(5)	$	32,083
Michael T. Birch	$	10,247	(4)	$	15,641		$	25,888
P. Scott Stubbs	$	70,000	(3)	$	84,673		$	154,673


ZAGG Inc
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Date: June 20, 2019 Time: 9:00 a.m., Mountain Daylight Time (MDT) Place: 910 Legacy Center Way, Suite 500, Midvale, UT 84047 www.virtualshareholdermeeting.com/ZAGG2019



(1)	(2)	(3)	(4)
BY INTERNET www.proxyvote.com	BY PHONE 1-800-690-6903	BY MAIL Fill out your proxy card and submit by mail	AT THE MEETING In person, or www.virtualshareholdermeeting.com/ZAGG2019


			By Authorization of the Board of Directors,

			/s/ TAYLOR D. SMITH
			Taylor D. Smith Chief Financial Officer


	FOR THE YEARS ENDED DECEMBER 31,
	2018		2017		2016
Female	39.1	%	39.6	%	35.0	%
Male	60.9	%	60.4	%	65.0	%
Total	100.0	%	100.0	%	100.0	%


FEE CATEGORY	2018		2017
Audit	$	1,349,615	$	1,552,500
Audit - Gear4 acquisition	400,000		—
Audit - HALO 2018 financial statements	130,000		—
Sub-total audit	1,879,615		1,552,500
Audit-related services	566,530		1,780
Tax services	339,756		367,117
Total fees	$	2,785,901	$	1,921,397


NAME	TITLE
Chris Ahern	Chief Executive Officer & Director	(1)
Bradley J. Holiday	Chief Financial Officer	(2)
Brian Stech	President	(1)
Jim Kearns	Chief Operating Officer	(3)
Randall L. Hales	Former President, Chief Executive Officer & Director	(4)


NAME	2018 ANNUAL BASE SALARY ($)		2017 ANNUAL BASE SALARY ($)		PERCENTAGE INCREASE (DECREASE) COMPARED TO 2017 BASE SALARY (%)
Chris Ahern	$	500,000	$	400,000	25	%	(1)
Bradley J. Holiday	$	340,000	$	340,000	0	%
Brian Stech	$	400,000	$	400,000	0	%
Jim Kearns	$	400,000	$	—	N/A		(2)


METRIC	WEIGHTING	MINIMUM THRESHOLD (85%)		TARGET (100%)		MAXIMUM (115%)		ACTUAL 2018
Net Sales	50%	$	484,500,000	$	570,000,000	$	655,500,000	$	538,230,667
Adjusted EBITDA	50%	$	67,150,000	$	79,000,000	$	90,850,000	$	76,393,331


NAME	TARGET RSU GRANT (1)		TARGET RSU GRANT (% OF BASE SALARY)		TARGET RSUs (#)	IMPACT OF NET SALES TARGET ACHIEVED ON TARGET RSUs (#)	IMPACT OF ADJUSTED EBITDA TARGET ACHIEVED ON TARGET RSUs (#)	NET RSUs EARNED (#)	PERCENT OF RSUs EARNED (%)
Chris Ahern	$	500,000	100	%	42,553	(1,779)	(1,053)	39,721	93	%
Bradley J. Holiday	$	225,000	66	%	19,149	(800)	(474)	17,875	93	%
Brian Stech	$	280,000	70	%	23,830	(996)	(590)	22,244	93	%
Jim Kearns	$	225,000	56	%	14,241	(595)	(352)	13,294	93	%


	FOR THE YEARS ENDED DECEMBER 31,
	2018		2017		2016
Asian	9.0	%	7.0	%	$	5.4	%
Black or African American	2.7	%	1.6	%	$	1.0	%
Hispanic or Latino	6.5	%	6.2	%	$	12.8	%
Native Hawaiian or Other Pacific Islander	0.4	%	0.3	%	$	0.0	%
Not Specified	7.5	%	10.8	%	$	0.5	%
Two or more races	3.7	%	1.1	%	$	0.0	%
White	70.2	%	73.0	%	$	80.3	%
Total	100.0	%	100.0	%	100.0		%


NAMED EXECUTIVE OFFICERS	TERMINATION FOR CAUSE	Change-in-Control
Chris Ahern	ü	ü
Bradley J. Holiday	ü	ü
Brian Stech	ü	ü
Jim Kearns	ü	ü


	401k Matching		Housing Allowance		Moving Expense		Irish Pension		HSA Employer Contribution		Insurance		Group Term Life		Total
Chris Ahern	$	13,750	$	102,581	$	14,779	$	—	$	1,000	$	16,611	$	240	$	148,961
Bradley J. Holiday	$	13,750	$	—	$	—	$	—	$	1,000	$	11,198	$	3,048	$	28,996
Brian Stech	$	13,750	$	—	$	—	$	—	$	1,000	$	15,962	$	240	$	30,952
Jim Kearns	$	—	$	—	$	—	$	7,354	$	—	$	—	$	—	$	7,354
Randall L. Hales	$	13,740	$	—	$	—	$	—	$	1,000	$	16,288	$	252	$	31,280


	401k Matching		Irish Pension		Car Allowance		Insurance		Total
Chris Ahern	$	—	$	9,179	$	13,557	$	4,466	$	27,202
Bradley J. Holiday	$	10,000	$	—	$	—	$	—	$	10,000
Brian Stech	$	10,000	$	—	$	—	$	14,156	$	24,156
Jim Kearns	$	—	$	—	$	—	$	—	$	—
Randall L. Hales	$	10,000	$	—	$	—	$	14,145	$	24,145


RESTRICTED STOCK UNITS
NAME	NUMBER OF RSUs THAT HAVE NOT VESTED (#)				MARKET VALUE OF RSUs THAT HAVE NOT VESTED ($) (11)
Randall L. Hales	—	(1)	$	—

Chris Ahern	9,167	(2)	$	89,653
	20,997	(3)	$	205,351
	19,853	(4)	$	194,162
	30,000	(5)	$	293,400
	19,355	(6)	$	189,292
	39,721	(7)	$	388,471

Bradley J. Holiday	4,383	(8)	$	42,866
	24,815	(4)	$	242,691
	17,875	(7)	$	174,818

Brian Stech	5,844	(8)	$	57,154
	30,882	(4)	$	302,026
	45,045	(9)	$	440,540
	32,258	(6)	$	315,483
	22,244	(7)	$	217,546

Jim Kearns	13,294	(10)	$	130,015


RESTRICTED STOCK
NAME	NUMBER OF SHARES ACQUIRED ON VESTING (#)(1)		VALUE REALIZED UPON VESTING ($)(2)
Randall L. Hales	243,479	(3)	$	4,341,996

Chris Ahern	44,592	(4)	$	722,374

Bradley J. Holiday	27,879	(5)	$	410,725

Brian Stech	54,148	(6)	$	783,371

Jim Kearns	—		$	—


PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON VESTING OF RESTRICTED STOCK UNITS	Weighted-average exercise price of outstanding options (1)	Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in first column) (2)
Equity compensation plans approved by security holders	820,803	—	2,360,576
Equity compensation plans not approved by security holders	—	—	—
Total	820,803	—	2,360,576


Name	Common Stock	Unvested Restricted Stock Units	Total	Beneficial Ownership
Chris Ahern	65,129	89,809	154,938	(1)
Bradley J. Holiday	106,002	24,324	130,326	(1)
Brian Stech	129,520	74,297	203,817	(1)
Jim Kearns	3,195	8,862	12,057	(1)
Randall L. Hales	731,638	—	731,638	2.5	%
Cheryl A. Larabee	104,361	12,614	116,975	(1)
Daniel R. Maurer	65,496	8,577	74,073	(1)
Michael T. Birch	1,310	8,577	9,887	(1)
P. Scott Stubbs	24,594	8,577	33,171	(1)
All officers and directors as a group (10 persons)	1,260,570	262,137	1,522,707	5.2	%


/s/ TAYLOR D. SMITH
Taylor D. Smith
Chief Financial Officer
Midvale, Utah
April 23, 2019