You are cordially invited to attend a special meeting of stockholders of ZAGG Inc, a Delaware corporation (“ZAGG,” the “Company,” “we,” or “us”), to be hosted on the internet through a live webcast at www.virtualshareholdermeeting.com/ZAGG2021SM, at 9:00 a.m. Mountain Standard Time (MST) on [ • ], 2021. This proxy statement is dated [ • ], 2021 and was first mailed to stockholders of ZAGG on or about [ • ], 2021.

At the special meeting, you will be asked to consider and vote on three matters:

If the Merger is completed, you will be entitled to receive $4.20 in cash (the “Closing Date Consideration”) and one “PPP Loan Forgiveness Right” representing the contingent right to receive up to $0.25 (the “Contingent Consideration Amount”) based on the forgiveness of the Company’s U.S. Small Business Administration Paycheck Protection Program Loan (the “PPP Loan”) issued to the Company on April 13, 2020 under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), without interest and subject to all applicable withholding taxes, for each share of ZAGG common stock you own (unless you have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware). The Contingent Consideration Amount is contingent on a number of factors and could be zero.

The Closing Date Consideration and the Contingent Consideration Amount (if fully earned) collectively represent a premium of approximately 10.1% over the closing price of ZAGG common stock on December 9, 2020 ($4.04), the last trading day before the Merger Agreement was approved by our board of directors, and a premium of 22.6% and 33.2% over the 30-day average and 60-day average, respectively, on the same date. However, if the Contingent Consideration Amount is not fully earned, the aforementioned premiums will be smaller.

After reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, our board of directors unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of ZAGG and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of ZAGG for adoption at the special meeting, and (iv) recommended that ZAGG’s stockholders adopt the Merger Agreement.

Our board of directors recommends that you vote: (1) “FOR” the proposal to adopt the Merger Agreement; (2) “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting; and (3) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger (the “Merger-Related Compensation”).

The accompanying proxy statement contains, among other things, detailed information about ZAGG, the special meeting, the Merger, the Merger Agreement, and the Merger-related compensation. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety. You should also carefully consider the factors discussed in the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” on pages 24 and 26, respectively, of the accompanying proxy statement.

Your vote is very important, regardless of the number of shares of ZAGG common stock that you own. We cannot complete the Merger unless the Merger Agreement is adopted by the affirmative vote of the holders of a majority of the shares of outstanding ZAGG common stock as of the record date entitled to vote on the matter. The failure of any stockholder of record to (i) vote online during the special meeting or (ii) submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank, or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal. If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Merger Agreement.

We hope that you will be able to virtually attend the special meeting. However, whether or not you plan to virtually attend, please complete, sign, date, and return the proxy card enclosed with the accompanying proxy statement, or if your shares are held in “street name” through a broker, bank, or nominee, instruct your broker, bank, or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank, or nominee, as promptly as possible. Submitting a signed proxy by mail will ensure your shares are represented at the special meeting. If your shares are held in “street name” through a broker, bank, or nominee, you may provide voting instructions through your broker, bank, or nominee by completing and returning the voting form provided by your broker, bank, or nominee, or electronically over the Internet or by telephone through your broker, bank, or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank, or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank, or nominee.

On behalf of the board of directors and management of ZAGG, I extend our appreciation for your continued support and your consideration of this matter.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, passed upon the merits or fairness of such transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

Notice is hereby given that a special meeting of stockholders of ZAGG Inc, a Delaware corporation (“ZAGG,” the “Company,” “we,” or “us”), will be hosted on the internet through a live webcast at www.virtualshareholdermeeting.com/ZAGG2021SM, at 9:00 a.m. Mountain Standard Time (MST) on [ • ], 2021, for the following purposes:

Only stockholders of record as of the close of business on [ • ], 2021 (the “Record Date”) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment, continuation, rescheduling or postponement thereof.

The accompanying proxy statement contains, among other things, detailed information about the Merger Proposal, the Adjournment Proposal, and the Compensation Proposal. In addition, a copy of the Merger Agreement is attached as Appendix A to the accompanying proxy statement and is incorporated by reference therein. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety.

The affirmative vote of the holders of a majority of the shares of ZAGG common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the shares of ZAGG common stock present by virtual attendance or by proxy representation at the special meeting and entitled to vote on the matter is required to approve each of the Adjournment Proposal and the Compensation Proposal.

Your vote is very important, regardless of the number of shares of ZAGG common stock that you own. The failure of any stockholder of record to (i) vote online during the special meeting or (ii) to submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. If you hold your shares in “street name,” you should instruct your broker, bank, or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank, or nominee. The failure to do so will have the same effect as a vote “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, the Adjournment Proposal and the Compensation Proposal. If you sign, date, and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” such proposal.

The presence at the special meeting, virtually or by proxy, of the holders of a majority of the shares of outstanding ZAGG common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank, or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes. However, shares held in “street name” for which the applicable broker, bank, or nominee receives instructions regarding how to vote on one or more but not all of the proposals before the special meeting will be counted as present at the special meeting for quorum purposes.

Stockholders who do not vote in favor of the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the fair value of their shares of ZAGG common stock, as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of the Merger Proposal, any stockholder wishing to exercise its appraisal rights must deliver a written demand for appraisal to ZAGG before the vote on the Merger Proposal and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix C to the accompanying proxy statement and is incorporated by reference therein.

Our board of directors recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Midvale, Utah

[ • ], 2021

Ensure that your shares of ZAGG common stock are voted at the special meeting by submitting your proxy or, if your shares of ZAGG common stock are held in “street name” through a broker, bank, or nominee, by contacting your broker, bank, or nominee. If you do not submit a proxy, vote online during the special meeting, or instruct your broker, bank, or nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal but, assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

If your shares of ZAGG common stock are registered directly in your name: If you are a stockholder of record, you may submit a proxy to vote your shares of ZAGG common stock by mail. Please follow the instructions on the enclosed proxy card. If you are a stockholder of record, you may also cast your vote online during the special meeting. Submitting a proxy now to vote your shares of ZAGG common stock will not prevent you from being able to vote online during the special meeting. If you virtually attend the special meeting and vote online, your online vote will revoke any proxy previously submitted.

If your shares of ZAGG common stock are held in the name of a broker, bank, or nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of ZAGG common stock. As a beneficial owner, you have the right to direct your broker, bank, or nominee on how to vote the shares of ZAGG common stock in your account. Your broker, bank, or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to submit a signed proxy card, fail to virtually attend the special meeting, or, if you hold your shares through a broker, bank, or nominee, fail to provide voting instructions to your broker, bank, or nominee, your shares of ZAGG common stock will not be counted for purposes of determining whether a quorum is present at the special meeting. However, shares held in “street name” for which the applicable broker, bank, or nominee receives instructions regarding how to vote on one or more but not all of the proposals before the special meeting, will be counted present at the special meeting for quorum purposes. If you hold your shares of ZAGG common stock through a broker, bank, or nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote at the special meeting. A stockholder providing a proxy may revoke it at any time before 11:59 p.m., Eastern Time (ET) the day before the special meeting if such revocation is exercised by providing written notice of revocation to our Corporate Secretary, by voting online during the special meeting, or by providing a proxy of a later date, pursuant to the instructions set forth in “Revocability of Proxies” on page 21 of the accompanying proxy statement. Virtual attendance at the special meeting alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting, or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of ZAGG common stock, please contact our proxy solicitor:

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN A PROXY CARD, OR INSTRUCT YOUR BROKER, BANK, OR NOMINEE ON HOW TO VOTE YOUR SHARES USING THE VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK, OR NOMINEE, AS PROMPTLY AS POSSIBLE.

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Agreement, and Plan of Merger, dated as of December 10, 2020 (as it may be amended from time to time, the “Merger Agreement”) by and among ZAGG Inc, a Delaware corporation (“ZAGG,” the “Company,” “we,” “us,” or “our”), Zephyr Parent, Inc., a Delaware corporation (“Parent”), and Zephyr Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the merger of Merger Sub with and into ZAGG in accordance with the Merger Agreement (the “Merger”). These questions and answers may not address all questions that may be important to you as a stockholder of ZAGG. Please refer to the preceding section of this proxy statement entitled “Summary” and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, which you should read carefully and in their entirety.

The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments, continuations, reschedulings or postponements thereof.

We will host the special meeting on [ • ], 2021 on the internet through a live webcast at www.virtualshareholdermeeting.com/ZAGG2021SM, at 9:00 a.m. Mountain Standard Time (MST), unless the special meeting is postponed, adjourned, continued or rescheduled. If you plan to virtually attend the special meeting and wish to vote online during the special meeting, you will need the control number located on your proxy card in order to access www.virtualshareholdermeeting.com/ZAGG2021SM and to vote. Please note that if your shares of ZAGG common stock are held by a broker, bank, or other nominee, and you wish to vote online during the special meeting, you must obtain a specific control number from your broker, bank, or other nominee to virtually attend the special meeting and vote online at www.virtualshareholdermeeting.com/ZAGG2021SM.

At the special meeting, we will ask our stockholders of record as of the Record Date to consider and vote on the following proposals:

Only stockholders of record as of the close of business on the Record Date ([ • ], 2021) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments, continuations, reschedulings, or postponements thereof. Each holder of record of ZAGG common stock on the Record Date will be entitled to one vote for each share of ZAGG common stock held as of the Record Date on each matter submitted to our stockholders for approval at the special meeting. If you sell or transfer your shares of ZAGG common stock after the Record Date but before the special meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of ZAGG common stock, but you will retain your right to vote those shares at the special meeting. A list of stockholders entitled to vote at the special meeting will be available at www.virtualshareholdermeeting.com/ZAGG2021SM.

As of the Record Date, there were [ • ] shares of ZAGG common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the shares of ZAGG common stock entitled to vote at the special meeting, present by virtual attendance or by proxy representation, will constitute a quorum at the special meeting. As a result, [ • ] shares must be represented by proxy or by stockholders virtually present and entitled to vote at the special meeting to have a quorum. Shares that abstain on one or more of the proposals before the special meeting will be deemed to be present for quorum purposes. If you hold your shares in “street name” and you fail to provide your broker, bank, or nominee with instructions how to vote such shares on any of the proposals before the special meeting, your shares will not be deemed to be present at the special meeting for quorum purposes. However, if you provide your broker, bank, or nominee with instructions on how to vote on one or more but not all of the proposals before the special meeting, your shares will be deemed to be present at the special meeting for quorum purposes.

In the event that a quorum is not present at the special meeting, we expect to adjourn the special meeting until a quorum is present.

The affirmative vote of the holders of a majority of the shares of ZAGG common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. Adoption of the Merger

Agreement by our stockholders is a condition to the closing of the Merger. A failure to vote your shares of ZAGG common stock, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Adjournment Proposal or the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of ZAGG common stock present by virtual attendance or by proxy representation at the special meeting and entitled to vote on the matter.

Assuming a quorum is present, the failure of any stockholder of record to submit a signed proxy card or vote online during the special meeting or, if shares are held through a broker, bank, or nominee, the failure to provide voting instructions to such broker, bank, or nominee, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and the Compensation Proposal.

As of the Record Date, our directors and executive officers beneficially owned and are entitled to vote an aggregate of [ • ] shares of ZAGG common stock (excluding any shares underlying Company RSUs), representing approximately [ • ]% of the outstanding shares of ZAGG common stock.

Our directors, chief executive officer and chief financial officer have informed us that they currently intend to vote all of their shares of ZAGG common stock: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal, and they are contractually required to vote all of their shares of ZAGG common stock in favor of the Merger Proposal, subject to certain limitations. See “The Merger—Voting and Support Agreement” on page 61 of this proxy statement.

If your shares of ZAGG common stock are registered in your name with our transfer agent, Empire Stock Transfer, Inc., you may cause your shares to be voted at the special meeting by submitting your proxy or by voting online during the special meeting. Based on your proxy cards, the proxy holders will vote your shares of ZAGG common stock according to your directions. You are encouraged to vote by proxy even if you plan to virtually attend the special meeting. If you virtually attend the special meeting and vote online, your online vote will revoke any proxy previously submitted.

Voting instructions are included on your proxy card. All shares of ZAGG common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

If your shares of ZAGG common stock are held in “street name” through a broker, bank, or nominee, you may provide voting instructions through your broker, bank, or nominee by completing and returning the voting instruction form provided by your broker, bank, or nominee, or over the Internet or by telephone through your broker, bank, or nominee if such a service is provided. To vote over the Internet or by telephone through your broker, bank, or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank, or nominee. Under applicable stock exchange rules, brokers, banks, or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank, or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks, and nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s, or nominee’s voting instruction form, do not provide voting instructions over the Internet or by telephone through your broker, bank, or other nominee, if applicable, or do not virtually attend the special meeting and vote online during the special meeting with a specific control number from your broker, bank, or nominee, such actions will result in a broker non-vote and will have the same effect as if you voted “AGAINST” the Merger Proposal but, assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy card must be received by our Corporate Secretary by 11:59 p.m., Eastern Time (ET) the day before the special meeting. If you have submitted a proxy and you virtually attend the special meeting and vote online, your online vote will revoke any proxy previously submitted.

If you hold your shares of ZAGG common stock in “street name,” you should contact your broker, bank, or nominee for instructions regarding how to revoke your proxy. You may also vote online during the special meeting if you obtain a specific control number from your broker, bank, or nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow stockholders of ZAGG who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, however, any such proxies that are not revoked will be voted at any such special meeting, as adjourned. Additionally, if the special meeting is postponed, any proxies that are not revoked prior to their use at the special meeting, as postponed, will be voted at any such special meeting, as postponed.

The Board, after considering various factors described in “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” on page 43 of this proxy statement, unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of ZAGG and its stockholders, (ii) approved, adopted, and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of ZAGG for adoption at the special meeting, and (iv) recommended that ZAGG’s stockholders adopt the Merger Agreement.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Expenses incurred in connection with the printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are our responsibility. We have engaged the services of Okapi Partners, LLC (“Okapi”) to solicit proxies for the special meeting. In connection with its retention, Okapi has agreed to provide consulting, analytic, and proxy solicitation services in connection with the special meeting. We have agreed to pay Okapi a fee of approximately $37,500, plus reasonable out-of-pocket expenses for its services, and we will indemnify Okapi for certain losses arising out of its proxy solicitation services. Copies of proxy solicitation materials will also be furnished to banks, brokerage houses, fiduciaries, and custodians holding shares of ZAGG common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners of ZAGG common stock for their costs of forwarding proxy solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers, and employees, or representatives of Okapi, by telephone, email, text message, fax, or other means of communication and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers, or employees for their services in connection with the solicitation of proxies.

Assuming timely satisfaction of necessary closing conditions, including the approval of the Merger Proposal by our stockholders, we anticipate that the Merger will be consummated in the first quarter of 2021.

At this time, we know of no other matters to be submitted at the special meeting.

The proxy statement is available through the Investor Relations section of our website, www.zagg.com, and the “SEC Filings” section therein. Our website address is provided as an inactive textual reference only.

The SEC permits companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Stockholders who hold their shares through a nominee, such as a broker, bank, broker-dealer, or similar organization may receive notice from that nominee regarding the householding of proxy materials. A single proxy statement for the special meeting will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once a stockholder has received notice that a nominee will be householding, householding will continue until the stockholder is notified otherwise or until the stockholder has revoked consent by notifying the nominee. If you hold your shares in “street name” and would prefer to receive separate copies of a proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials for other stockholders in your household, either now or in the future, please contact your nominee. If you are record holder of your shares and would prefer to receive separate copies of a proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials for other stockholders in your household, either now or in the future, please contact:

Stockholders who currently receive multiple copies of the proxy statement and annual report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, at their addresses and would like to request “householding” of their communications should contact their broker or ZAGG, as applicable.

If the Merger is approved and becomes effective, holders of shares of ZAGG common stock who have not voted in favor of the Merger, have properly demanded appraisal rights for such shares in accordance with Section 262 of the DGCL, and have complied in all respects with Section 262 of the DGCL with respect to such shares (“Dissenting Shares”) will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL. This means that such stockholders are entitled to seek appraisal of their Dissenting Shares and to receive payment in cash for the “fair value” of such Dissenting Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to, or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix C to this proxy statement, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO ZAGG BEFORE THE VOTE IS TAKEN ON THE MERGER PROPOSAL AT THE SPECIAL MEETING, AND MUST NOT VOTE, ONLINE DURING THE SPECIAL MEETING OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL, AND CONTINUE TO HOLD

YOUR SHARES OF ZAGG COMMON STOCK OF RECORD FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME OF THE MERGER AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF ZAGG COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IF YOU HOLD YOUR SHARES OF ZAGG COMMON STOCK THROUGH A BANK, BROKERAGE FIRM, OR NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BANK, BROKERAGE FIRM, OR NOMINEE. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include “forward-looking” statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Merger and the timing thereof and the Company Projections (as defined below). Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or other similar expressions, or the negative of these terms or comparable terminology. These statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) information contained under “Risk Factors” on page 26 of this proxy statement. A further description of risks and uncertainties relating to ZAGG can be found in our consolidated financial statements and notes thereto included in our filings with

the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019, the definitive proxy statement for our 2020 Annual Meeting of Stockholders and our recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See “Where You Can Find More Information” on page 98 of this proxy statement. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we do not intend, and assume no obligation, to update any forward-looking statements. ZAGG stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

All information contained in this proxy statement exclusively concerning Parent, Merger Sub, and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

Set forth below are various risks relating to the proposed Merger (the “Merger Risk Factors”). The following is not intended to be an exhaustive list of the risks relating to the Merger and should be read in conjunction with the other information in this proxy statement. In addition, you should refer to the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Quarterly Reports filed with the SEC thereafter. Stockholders should carefully consider such risk factors, together with all of the other information included in this proxy statement before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The occurrence of one or more of the events or circumstances described in these Merger Risk Factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete the Merger, and may have an adverse effect on, among other things, the business, cash flows, financial condition and results of operations of ZAGG.

The affirmative vote of the holders of a majority of the shares of ZAGG common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. If the requisite stockholder approval is not obtained, the Merger Agreement may be terminated by Parent.

The Merger Agreement may be terminated under various circumstances, including in connection with receipt of a superior proposal. If ZAGG enters into an alternative acquisition agreement with respect to, or has consummated, an acquisition proposal within 12 months of such termination, ZAGG may be required to pay Parent a termination fee of $3,000,000 and to reimburse Parent for any and all out-of-pocket expenses incurred by Parent or any of its affiliates in connection with the transactions contemplated by the Merger Agreement or the financing, up to a maximum of $2,000,000.

ZAGG and Parent have agreed to cooperate and use commercially reasonable efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. These approvals include the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). These regulatory clearances and approvals may not be timely obtained, or obtained at all, and the granting of these regulatory clearances and approvals may involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement.

The respective obligations of each party to effect the Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the effective time of the Merger of certain conditions, including the expiration or termination of any applicable waiting periods, together with any extensions thereof, under the HSR Act and any other competition laws. If these conditions are not satisfied or waived, the Merger may not be completed.

See “The Merger—Regulatory Approvals Required for the Merger” on page 71 of this proxy statement.

The Merger Consideration consists of the Closing Date Consideration and one right (the “PPP Loan Forgiveness Right”) to receive an additional amount, net of certain fees and expenses, contingent upon the satisfaction of certain conditions related to the PPP Loan, without interest and less any applicable withholding taxes, for each share of ZAGG common stock that you own. The Additional Merger Consideration is contingent on a number of factors and could be zero.

Payment of the PPP Loan Forgiveness Rights is subject to the receipt by ZAGG on or prior to December 31, 2022 of written confirmation from the U.S. Small Business Administration that the U.S. Small Business Administration’s audit of the PPP Loan has been satisfactorily completed. The U.S. Small Business Administration has issued guidance stating that all loans in excess of $2 million will be audited and the PPP Loan was for an amount of $9.4 million. The audit may not be complete prior to the expiration of the PPP Loan Forgiveness Rights or the results of the audit may be unfavorable to the Company.

Payment of the PPP Loan Forgiveness Rights is also subject to the receipt by ZAGG on or prior to December 31, 2022 of written confirmation from the U.S. Small Business Administration and KeyBank, N.A. of forgiveness of a portion of the amounts outstanding under the PPP Loan. If these conditions are not satisfied on or prior to December 31, 2022, the PPP Loan Forgiveness Rights will expire. ZAGG expects to apply to have $[•] million of the PPP Loan forgiven, and it expects to pay the remainder in full.

The Additional Merger Consideration payable to holders of PPP Loan Forgiveness Rights is net of (i) the reasonable out-of-pocket costs and expenses incurred by ZAGG and its affiliates following the effective date of the Merger in applying for forgiveness of the PPP Loan, (ii) the reasonable out-of-pocket costs and expenses incurred by ZAGG and its affiliates in connection with any audit of the PPP Loan, and (iii) the fees and expenses of the Rights Agent. These costs, fees and expenses may be substantial, and may significantly decrease the amounts paid, if any, to holders of PPP Loan Forgiveness Rights.

See “The Merger—PPP Loan Forgiveness Rights Agreement” on page 60 of this proxy statement.

ZAGG expects to incur significant costs associated with the Merger, even if the Merger is not completed. These expenses will reduce the amount of cash available to be used for other corporate purposes by ZAGG. The Merger Agreement may generally be terminated by either ZAGG or Parent if the Merger is not consummated prior to May 7, 2021.

The respective obligations of each party to effect the Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the effective time of the Merger of certain conditions, including (i) the Merger Proposal being approved at the special meeting, (ii) the absence of any governmental order preventing or prohibiting consummation of the Merger or any other transactions contemplated in the Merger Agreement or the PPP Loan Forgiveness Rights Agreement, and (iii) the expiration or termination of any applicable waiting periods, together with any extensions thereof, under the HSR Act and any other competition laws. If these conditions are not satisfied or waived, the Merger may not be completed.

In certain circumstances, ZAGG will be required to pay Parent a termination fee of $3,000,000 and to reimburse Parent for any and all out-of-pocket expenses incurred by Parent or any of its affiliates in connection with the transactions contemplated by the Merger Agreement or the financing, up to a maximum of $2,000,000. See “The Merger Agreement—Termination Fees” on page 90 of this proxy statement.

Uncertainty about the effect of the Merger on employees and third parties (including customers and suppliers) may have an adverse effect on ZAGG. These uncertainties may impair ZAGG’s ability to retain and motivate key personnel and could cause third parties that deal with ZAGG to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Merger, our business could be harmed. Additionally, the attention of ZAGG’s management and employees may be diverted from ongoing business concerns as a result of the Merger.

The Evercel Group has committed to contribute, or cause to be contributed, $70 million to an indirect parent of Parent. Lynx has committed to provide an amount in cash of $75 million, consisting of a $40 million term loan facility for Holdings and a $35 million term loan facility for ZAGG. The ABL Lender (as defined below) has committed to provide and underwrite an $85 million senior secured revolving credit facility for ZAGG.

The obligations of the ABL Lender and Lynx to provide the debt commitments are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain specified representations and warranties, contributions of the equity by the Evercel Group, and other customary closing conditions. If these conditions are not waived or satisfied, the ABL Lender and Lynx will not be obligated to satisfy their commitments and there is no assurance that replacement financing will be obtained.

Additionally, while the Evercel Group, Lynx and the ABL Lender have executed commitment letters regarding their financing commitments, they may not satisfy their financing commitments in a timely manner, or at all, and there is no assurance that replacement financing will be obtained.

See “The Merger—Financing of the Merger” on page 61 of this proxy statement.

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Appendix A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

ZAGG is a global leader in accessories and technologies that empower mobile lifestyles. ZAGG has an award-winning product portfolio that includes screen protection, mobile keyboards, power management solutions, social tech, and personal audio sold under the ZAGG®, mophie®, InvisibleShield®, IFROGZ®, Gear4®, and HALO® brands. ZAGG has operations in the United States, Ireland, and China. ZAGG products are available worldwide, and can be found at leading retailers including Best Buy, Verizon, AT&T, T-Mobile, Walmart, Target, and Amazon.com.

ZAGG common stock is listed on Nasdaq under the symbol “ZAGG”.

Our principal executive offices are located at 910 West Legacy Center Way, Suite 500, Midvale, Utah, 84047, and our telephone number is (801) 263-0699. For more information about ZAGG, please visit our website, www.zagg.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See “Where You Can Find More Information” on page 98 of this proxy statement.

Parent is a Delaware corporation that was formed solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions.

Parent’s principal executive offices are located at 382 NE 191st Street, Suite 90959, Miami, Florida 33179-3899 and its telephone number is (646) 666-3400.

Parent is indirectly controlled by Evercel, Inc., a Delaware corporation (“Evercel”), and its co-investors (collectively, the “Evercel Group”). Evercel is a company that acquires and manages high growth potential businesses which have been limited by their capital structure. Evercel’s principal executive offices are located at 382 NE 191st Street, Suite 90959, Miami, Florida 33179-3899 and its telephone number is (646) 666-3400. Further information is available at www.evercel.com. Evercel’s website address is provided as an inactive textual reference only. The information contained on Evercel’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC.

At the effective time of the Merger, ZAGG, as the Surviving Corporation, will be indirectly owned by the Evercel Group.

Merger Sub is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and ZAGG will survive the Merger as a wholly owned subsidiary of Parent.

Merger Sub’s principal executive offices are located at 382 NE 191st Street, Suite 90959, Miami, Florida 33179-3899 and its telephone number is (646) 666-3400.

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into ZAGG, with ZAGG continuing as the Surviving Corporation and as a wholly owned subsidiary of Parent. ZAGG common stock will be de-listed from Nasdaq and be de-registered under the Exchange Act as soon as reasonably practicable following the effective time of the Merger and, at such time, we will

cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, and instead will only be entitled to receive the Merger Consideration described in “—Merger Consideration” on page 30 of this proxy statement or, with respect to Dissenting Shares, will only be entitled to receive the “fair value” of your Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law.

The effective time of the Merger will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

If the Merger Proposal is not approved by the stockholders of ZAGG or if the Merger is not completed for any other reason, you will not receive any payment for your shares of ZAGG common stock. Instead, we will remain as a public company, ZAGG common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will be required to continue to file periodic reports with the SEC.

Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of ZAGG common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of ZAGG common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of ZAGG common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, properties, dividend policy, and capitalization, among other things, make such changes as are deemed appropriate, and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of ZAGG or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, prospects, or results of operation will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described under “The Merger Agreement—Termination Fees” on page 90 of this proxy statement.

At the effective time of the Merger, each outstanding share of ZAGG common stock (other than (i) shares held by ZAGG as treasury stock or held by Parent or Merger Sub or any wholly owned subsidiary of ZAGG, Parent or Merger Sub and (ii) Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration. All shares of ZAGG common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist at the effective time of the Merger, and each certificate formerly representing such shares will thereafter represent only the right to receive the Merger Consideration.

The Merger Consideration consists of $4.20 in cash (the “Closing Date Consideration”) and one right (the “PPP Loan Forgiveness Right,” and collectively with the Closing Date Consideration, the “Merger Consideration”) to receive an additional amount, net of certain fees and expenses, contingent upon the satisfaction of certain conditions related to the PPP Loan, without interest and less any applicable withholding taxes, for each share of ZAGG common stock that you own.

Within eight (8) business days after ZAGG receives (i) written confirmation from the U.S. Small Business Administration that its audit of the PPP Loan has been satisfactorily completed and (ii) written confirmation from the U.S. Small Business Administration and KeyBank, N.A. of forgiveness of a portion of the amounts outstanding under the PPP Loan, the Rights Agent will pay to each holder an amount equal to (i) the Additional Merger Consideration divided by (ii) the total number of PPP Loan Forgiveness Rights outstanding at the time of such payment, multiplied by (iii) the number of PPP Loan Forgiveness Rights held by such holder.

The “Additional Merger Consideration” represents an aggregate amount equal to (i) the amount of the PPP Loan that is being (or has been) forgiven, minus (ii) the sum of (x) the reasonable out-of-pocket costs and expenses incurred

by ZAGG and its affiliates following the effective date of the Merger in applying for forgiveness of the PPP Loan, plus (y) the reasonable out-of-pocket costs and expenses incurred by ZAGG and its affiliates in connection with any audit of the PPP Loan, plus (z) the fees and expenses of the Rights Agent. See “The Merger—PPP Loan Forgiveness Rights Agreement” on page 60 of this proxy statement.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a ZAGG stockholder (except that stockholders who hold Dissenting Shares will have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “The Merger—Appraisal Rights” on page 62 of this proxy statement) and Appendix C to this proxy statement.

The Board and the Company’s management regularly review and evaluate the Company’s business, financial, and operating performance, competitive landscape, and strategy with the goal of enhancing stockholder value. These reviews often consider potential value-enhancing transactions, such as acquisitions, divestitures, strategic relationships, and other strategic options. Our Board is open-minded, deliberate and focused on taking all appropriate actions that advance our goal of delivering value to our stockholders.

On April 25, 2019, the Board received a non-binding letter of interest from a financial sponsor (“Sponsor A”) proposing an acquisition of all of the Company’s outstanding common stock at a cash price of $13.00 per share. The closing price of ZAGG common stock on that date was $8.35.

On April 25 and April 26, 2019, the Board held meetings, attended by management, to discuss the state of the business, financial and operating performance, competitive landscape, the trading price of the ZAGG common stock, and the letter from Sponsor A. On April 26, 2019, Latham & Watkins LLP (“Latham & Watkins”), counsel to the Company, attended the meeting to discuss the Board’s fiduciary duties. The Board decided to interview investment banks for advice on strategic alternatives that may be available to the Company. On April 26, 2019, Ms. Cheryl A. Larabee, the chairperson of the Board, acknowledged to Sponsor A receipt of the letter.

On May 1, 2019, the Board held a telephonic interview with representatives of an investment bank regarding the bank’s potential engagement as a financial advisor to the Board. The representatives of the investment bank reported that there was, at the time, a market perception that the value of the Company was not optimized as a public company and, as a result, certain third parties might be interested in acquiring the Company. The Board and the representatives of the investment bank discussed market trends, valuation considerations, as well as benefits and drawbacks of undertaking a potential strategic alternative review process. Upon conclusion of the discussion, the Board directed management to (i) engage in a discussion with the Company’s largest stockholder to give the stockholder an opportunity to express its thoughts on the current state of the business and (ii) identify additional investment banks to make preliminary presentations to the Board concerning valuation of and strategic alternatives for the Company.

On May 7, 2019, the Company issued its first quarter earnings release, which included a projected 2019 adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) range of $82 million to $86 million.

On May 8, 2019, the Board held a special telephonic meeting to interview representatives of BofA Securities, Inc. (“BofA Securities”) and one other investment bank to act as financial advisor to the Company. The Board separately discussed with each candidate the current state of the market, perception of the Company’s value, and potential strategic alternatives. Following the discussion, the Board reviewed and discussed the qualifications of the candidates, including their expertise and credentials.

On May 20, 2019, the Company entered into confidentiality and indemnification agreements with BofA Securities. On May 21, 2019, BofA Securities disclosed to the Board its pre-existing client relationship with Sponsor A. On May 21, 2019, the Board held a telephonic meeting, attended by management and representatives from BofA Securities and Latham & Watkins, to discuss preliminary financial analyses of the Company, third parties that might be interested in a strategic transaction with the Company, and the process of maximizing stockholder value. On May 21, 2019, the Board received an email communication from an investor (“Sponsor B”) regarding a potential unsolicited bid.

On May 24, 2019, the Board held a telephonic meeting, with management and representatives from BofA Securities, to discuss the price of the ZAGG common stock, range of illustrative potential premiums in connection with a potential strategic transaction, advantages and disadvantages associated with alternative strategic transactions, third parties that might be interested in pursuing a transaction, authorizing BofA Securities to contact third parties to assess the level of interest in a potential strategic transaction, and general timing considerations.

On May 29, 2019, the CEO received a message from a significant stockholder of the Company encouraging the Company to pursue strategic alternatives.

On June 13, 2019, the Company entered into an engagement letter with BofA Securities, as its financial advisor, to assist the Company in a potential strategic transaction.

On June 19, 2019, the Company entered into a non-disclosure agreement with Sponsor A.

In June 2019, the Company made a presentation to investors that referenced the high-end of 2019 Adjusted EBITDA guidance, provided on May 7, 2019, of $86 million.

On July 2, 2019, a strategic party (“Strategic A”), a private portfolio company of a financial sponsor, sent a letter expressing its interest in acquiring the Company at an implied valuation of $8.50-$9.00 per share in a stock or hybrid stock and cash transaction.

On July 16, 2019, a financial sponsor (“Sponsor C”) sent a letter to the Company regarding a potential acquisition of the Company at a cash price of $8.75 per share.

On July 17, 2019, the Board held a special telephonic meeting with management and representatives of BofA Securities and Latham & Watkins. During the meeting, the Board discussed the letters from Strategic A and Sponsor C. BofA Securities noted that Sponsor A declined to submit an offer. After evaluation of the proposals and upon discussion with BofA Securities and Latham & Watkins, the Board made a preliminary decision to not pursue a transaction with Strategic A or Sponsor C on the terms proposed and determined to continue exploring strategic alternatives. The Board instructed the representatives of BofA Securities to communicate the decision to Strategic A and continue discussions as necessary.

On July 17, 2019, the chairperson of the Board sent a letter to Sponsor C informing them of the foregoing and notifying them that if they wanted to continue discussions, they should enter into a non-disclosure agreement with a standstill provision.

On August 2, 2019, Sponsor C sent a letter encouraging the Board to reconsider its offer.

On August 5, 2019, the Board held a telephonic meeting with management and representatives of BofA Securities and Latham & Watkins. During the meeting, BofA Securities discussed Sponsor C’s offer with the Board. Representatives of BofA Securities and Latham & Watkins also discussed with the Board potential strategic alternatives involving the Company and Sponsor B, as well as potential responses to Sponsor C.

On August 6, 2019, the Board publicly announced that it was considering strategic alternatives.

On August 6, 2019, the Company also issued its second quarter earnings release and revised the projected 2019 Adjusted EBITDA down to a range of $52 million to $62 million. The Company also noted in its second quarter earnings release that its year to date decrease in net sales was partially attributable to a pull forward of shipments into the fourth quarter of 2018 ahead of a then-expected tariff increase.

On August 9, 2019, the Board held a telephonic meeting attended by management and representatives of BofA Securities and Latham & Watkins. During the meeting, representatives of BofA Securities presented a list of inbound calls they received since the announcement by the Company that the Board was considering strategic alternatives.

Between August 14, 2019 and March 11, 2020, at the direction of the Board, BofA Securities contacted sixty-four third parties that were identified as parties that could be interested in pursuing a strategic transaction involving the Company, including Sponsor A, Sponsor C, Sponsor D, Strategic B, Strategic C, and Strategic D. Thirty-six of the contacted parties entered into non-disclosure agreements with the Company (which contained standstill provisions) and received confidential information in connection with a potential strategic transaction.

On August 27, 2019, the Company entered into a non-disclosure agreement with a strategic party (“Strategic B”). On August 30, 2019, the Company entered into a non-disclosure agreement with another strategic party (“Strategic C”).

On August 28, 2019, the Board received a letter from Strategic A expressing continued interest in acquiring the Company and emphasizing Strategic A’s strong stockholder support for the transaction and potential synergies from the proposed transaction. Over the next several days, management and representatives of BofA Securities and Latham & Watkins reviewed the letter with members of the Board, and noted that the offer lacked financing. On September 10, 2019, Ms. Larabee informed Strategic A that the Company was not interested in engaging in discussions unless Strategic A could demonstrate that it had adequate cash on hand or available sources of debt or equity financing to support a significant acquisition.

In August 2019, the Company informed the parties conducting due diligence that it had reduced its projected 2019 Adjusted EBITDA to $57 million.

On September 13, 2019, the Company entered into a non-disclosure agreement with a strategic party (“Strategic D”). On September 17, 2019, the Company entered into a non-disclosure agreement with a financial sponsor (“Sponsor D”). On September 19, 2019, the Company entered into a non-disclosure agreement with Sponsor C.

On October 2 and October 3, 2019, the closing price of ZAGG common stock was $5.80 and $5.99, respectively, and the Company received the following non-binding indications of interest:

On October 8, 2019, the Board held a telephonic meeting with management and representatives of BofA Securities and Latham & Watkins. During the meeting, BofA Securities presented preliminary valuation indications received from potential bidders in the non-binding indications of interest, including the ranges thereof and premium to the then-current ZAGG common stock trading price. BofA Securities also provided an overview of the status of the bid process, including continuing discussions with potential bidders that did not submit a non-binding indication of interest.

On October 8, 2019, Sponsor C and Strategic B informed BofA Securities that they would not increase their bids in order to continue in the process.

On October 23, 2019, management held a meeting with Sponsor A.

On October 25, 2019, the nominating, governance, and sustainability committee (the “Nominating Committee”) of the Board held a meeting with management and Latham & Watkins to discuss, among other things, the Schedule 13D filed by AREX Capital Master Fund, LP, AREX Capital GP, LLC, AREX Capital Management, LP, AREX Capital Management GP, LLC, and Mr. Andrew Rechtschaffen (together, the “AREX Parties”) and a corresponding letter delivered to the Board. The Schedule 13D and the letter stated that the AREX Parties believed there was little to no benefit to the Company in remaining public and that the best outcome for the Company’s stockholders is the sale of the Company.

On October 29, 2019, management held a meeting with Sponsor D.

On November 1, 2019, management held a meeting with Strategic D.

On November 6, 2019, the Company released third quarter earnings and reiterated projected 2019 Adjusted EBITDA of $52 million to $62 million.

On November 7, 2019, management held a meeting with Strategic C.

On November 21, 2019, management held an in-person due diligence session with Sponsor A to discuss a potential strategic transaction.

On December 9, 2019, Latham & Watkins delivered a draft of a proposed merger agreement in the data room for potential bidders.

On December 10, 11, 12, 13, and 20, 2019, management held due diligence calls with Strategic C.

On December 16, 2019, management held a due diligence call with Sponsor A to discuss financing issues.

On December 18, 2019, Strategic D informed BofA Securities that it was no longer interested in pursuing a strategic transaction with the Company.

On December 19 and 20, management held due diligence calls with Sponsor C.

In early January 2020, Strategic C informed BofA Securities that it was no longer interested in pursuing a strategic transaction with the Company.

On January 3, 2020, Sponsor D informed BofA Securities that it was no longer interested in pursuing a strategic transaction with the Company.

On January 15, 2020, the compensation committee (“Compensation Committee”) of the Board held a meeting to approve management salaries and incentive targets, as well as long-term incentive plan total grants and vesting conditions. The Compensation Committee also approved performance-based awards and discussed a proposed severance plan for management. Since the full Board was in attendance at the meeting, Mr. Chris M. Ahern, the Company’s Chief Executive Officer, updated them on the strategic alternative review process.

On January 20, 2020, management held a due diligence call with Sponsor A.

On January 28, 2020, Sponsor A submitted an offer to acquire the Company for a cash purchase price of $4.75 per share of ZAGG common stock, pending additional due diligence prior to close. Alternatively, Sponsor A proposed a $75 million strategic investment in the Company.

On January 30, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins. BofA Securities discussed the status of the strategic alternative review process, including the impact of lower management projections.

On February 5, 2020, the Board received a letter from the AREX Parties reiterating their position that a sale of the Company was the best outcome for all stockholders on a risk-adjusted basis. They noted that management’s projections had proven optimistic on the August 6, 2019 and November 6, 2019 earnings calls.

On February 14, 2020, the Board held a meeting with management and representatives of BofA Securities, Latham & Watkins, and ICR, a public relations firm, to discuss the AREX letter and the timeline for the upcoming fourth quarter earnings call and the Company’s annual meeting. The Board also discussed communication strategy and business strategy after the earnings release.

On February 26, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to further discuss the communications with the AREX Parties.

On February 27 and February 28, 2020, the Board held meetings to discuss updates to the strategic alternative review process.

On March 9, 2020, the audit committee of the Board and the Board held meetings to discuss year-end earnings as well as the strategic alternative review process. After discussion, the Board approved a proposed press release announcing the suspension of the strategic alternative review process.

On March 11, 2020, the Company issued its year-end earnings release, reflecting annual 2019 Adjusted EBITDA of $44.7 million and establishing 2020 Adjusted EBITDA guidance of $48.0 million.

On March 11, 2020, the Company also issued a press release announcing that it had concluded its strategic alternative review process. After extensive work and discussions, none of the remaining bidders submitted a final offer at a price that was not significantly below current trading levels. As a result, the Board determined that stockholder value would be better enhanced on a standalone basis than by pursuing a transaction on the terms and pricing proposed.

On March 12, 2020, the closing price of ZAGG common stock dropped to $2.43 per share, compared to $5.33 per share on the previous day.

On March 16, 2020, the Company filed a Current Report on Form 8-K announcing that it concluded the strategic alternative review process and confirming that the Board, in the exercise of its fiduciary duties and under appropriate circumstances, will consider requests for waivers of the standstill and related provisions contained in the confidentiality agreements the Company entered into with parties in the process.

On March 17, 2020, Roumell Asset Management, LLC (“Roumell”) delivered a letter to the Board, noting that it held 4.5% of the Company’s outstanding shares, expressing its disagreement with the Board’s decision to terminate the strategic alternative review process and calling for a reduction of management compensation and a change to all stock compensation for non-employee Board members. Roumell and James C. Roumell (the “Roumell Parties”) also amended their Schedule 13D and attached a copy of the letter to the Board.

On March 20, 2020, the Board held a telephonic meeting with management and representatives of Latham & Watkins to discuss the letter from the Roumell Parties.

On March 27, 2020, the Board held a telephonic meeting with management and representatives of ICR and Georgeson, a proxy solicitation and consulting firm, to discuss the letter from the Roumell Parties. On the same day, Ms. Larabee and management held a telephonic meeting with representatives of the Roumell Parties during which the Roumell Parties reiterated their disagreement with the Board’s decision to terminate the strategic alternative review process and expressed their view that the Board would benefit by adding new independent directors.

On April 1, 2020, the Board held a telephonic meeting with management and representatives of Latham & Watkins to discuss potential responses to communications made to the Board and management by the Roumell Parties. The Board instructed Ms. Larabee to send, and Ms. Larabee sent, a letter to the Roumell Parties welcoming their views on the Company and the identification of any individuals that the Roumell Parties would want the Nominating Committee to consider as part of its regular review of the composition of the Board. The Board also instructed management to continue in a constructive dialogue with representatives of Roumell.

On April 2, 2020, the Board received a letter from the AREX Parties requesting the Board to extend the deadline for director nominations for the Company’s 2020 Annual Meeting of Stockholders (the “2020 annual meeting”).

On April 3, 2020, the Roumell Parties amended their Schedule 13D indicating that they now held 4.0% of the Company’s outstanding shares and proposing three individuals for consideration by the Nominating Committee as potential members of the Board. The Roumell Parties also sent the Board certain biographical information regarding the individuals. Later that day the Company issued a press release acknowledging the filing of the amendment to the Schedule 13D.

On April 6, 2020, Ms. Larabee sent a letter on behalf of the Board informing the Roumell Parties that the Nominating Committee would consider the individuals proposed by the Roumell Parties as provided in the charter of the Nominating Committee. Ms. Larabee also sent a letter to the AREX Parties informing them that the Company was not in a position to extend the deadline for director nominations for the Company’s 2020 annual meeting as the Company was focused on preparing for the meeting and considering individuals recommended by other stockholders.

On April 7, 2020, the Board held a telephonic meeting with management and representatives of Latham & Watkins to discuss the developments and conversations with the AREX Parties and the Roumell Parties, including with respect to the director candidates proposed by Roumell. The Board determined that the Nominating Committee should interview two of the three candidates proposed by the Roumell Parties and that Ms. Larabee, management, and the Company’s advisors should engage with the AREX Parties and the Roumell Parties to discuss the composition of the Board and the director candidates under consideration by the Nominating Committee for election at the Company’s 2020 annual meeting.

During the remainder of the week, Ms. Larabee, management, and the Company’s advisors had a number of telephonic meetings separately with each of the AREX Parties and their representatives and the Roumell Parties and

their representatives, including with respect to the possible entry into the Cooperation Agreements described below. During these meetings, representatives of the AREX Parties suggested that the Nominating Committee consider an additional individual as a nominee for election at the Company’s 2020 annual meeting. Members of the Nominating Committee also interviewed two of the candidates proposed by the Roumell Parties and the candidate suggested by the AREX Parties.

On April 13, 14, and 15, 2020, the Board and its committees held telephonic meetings with management and representatives of Latham & Watkins to consider and approve the terms of cooperation agreements with the Roumell Parties and the AREX Parties (the “Cooperation Agreements”). On April 15, 2020, the Company entered into the Cooperation Agreements, pursuant to which the Company agreed to increase the size of the Board to seven directors, to appoint Ronald Garriques, who was recommended by the AREX Parties, and Edward Terino, who was recommended by the Roumell Parties, as independent directors to the Board, and to appoint one or both of them to each Board committee. Pursuant to the Cooperation Agreements, the Roumell Parties and the AREX Parties agreed to vote in favor of the Company’s director nominees at the Company’s 2020 Annual Meeting and to customary standstill provisions.

On April 15, 2020, the Board adopted the ZAGG Inc Executive Severance Plan, pursuant to which certain executive officers would receive severance benefits in the event of a qualifying termination of employment, including a cash payment and certain COBRA benefits.

On April 15, 2020, pursuant to the Cooperation Agreements, Mr. Terino and Mr. Garriques were appointed to the Board.

On April 16, 2020, the Company withdrew its first quarter and full-year 2020 outlook, provided on March 11, 2020, due to the ongoing disruption and uncertainty related to the global COVID-19 pandemic.

On April 17, 2020, the Roumell Parties and the AREX Parties amended their respective Schedule 13Ds disclosing the entry into their respective Cooperation Agreements with the Company.

On May 1, 2020, the Board formed a strategic committee (the “Strategic Committee”) consisting of Mr. Michael Birch (chairperson), Mr. Ron Garriques, Mr. Edward Terino and Mr. Daniel Maurer. The Strategic Committee held weekly working meetings with representatives of BofA Securities on June 10, June 17, June 24, June 30, July 1, July 8, July 15, July 22 and July 29, 2019.

Between May 2020 and July 2020, at the direction of the Board, BofA Securities contacted twelve (12) parties that were identified as parties that could be interested in pursuing a strategic transaction involving the Company, including a party who had not participated in the prior strategic alternative review process (“Sponsor E”). Nine of the contacted parties entered into non-disclosure agreements and standstills with the Company, including Sponsor E on May 22, 2020, and received confidential information in connection with a potential strategic transaction.

On June 1, 2020, Strategic A sent a letter to the Company expressing its continued interest in a combination with the Company.

On June 10, 2020, the Company entered into a non-disclosure agreement with Strategic A.

On June 11, 2020, the Company held its 2020 annual meeting. Seven (7) directors, including Mr. Terino and Mr. Garriques, were elected to serve on the Board until the 2021 Annual Meeting of Stockholders.

On June 22, 2020, the Company received a non-binding indication of interest from Strategic A, proposing a reverse triangular merger between the Company and Strategic A, with one-third of the consideration being paid in cash and the balance of the consideration being paid in stock in a new combined public company, and maintaining a public listing for the combined entity. Strategic A’s analysis showed a potential value of $4.60 per share consisting of $1.50 per share in cash and the remainder in stock of the new public company.

On July 2, 2020, BofA Securities distributed bid instruction letters to Strategic A, Strategic B, Strategic C, Sponsor A, Sponsor C, Sponsor E, and another financial sponsor.

On July 5, 2020, Sponsor E and an affiliate of Evercel delivered an “indication of interest” to BofA Securities proposing an acquisition of all of the Company’s outstanding common stock for a cash price of $4.35 per share and proposing terms of exclusivity to complete due diligence. This indication of interest was accompanied by a support letter from Evercel, a support letter from KeyBank National Association and KeyBanc Capital Markets Inc. and a support letter from a third potential provider of capital.

On July 9, 2020, Sponsor A informed BofA Securities that it was no longer interested in pursuing a strategic transaction with the Company.

On July 16, 2020, the Company entered into an amendment to the engagement letter with BofA Securities to extend the term and expand the scope of the transactions considered thereby to include a reverse merger transaction.

On July 16, 2020, Strategic C submitted an indication of interest in acquiring the Company for $4.00 to $4.50 per share.

On July 16, 2020, the Strategic Committee held a special telephonic meeting with representatives of BofA Securities to discuss the strategic alternative review process. BofA Securities summarized the discussions with various parties and the indications of interest. The Strategic Committee discussed the offers and instructed BofA Securities to continue discussions with Strategic A, Sponsor E, and Strategic C, as well as to continue to explore interest with other parties.

On July 17, 2020, Strategic C informed BofA Securities, after being requested to increase its bid, that it was no longer interested in pursuing a strategic transaction with the Company.

On July 20, 2020, Sponsor E and an affiliate of Evercel sent a letter to the Board stating that they would increase their offer to $4.65 per share, reflecting an equity value of $138 million on their assumption that approximately 29.8 million shares of ZAGG common stock were outstanding. They noted concerns with the Company’s business, including inability to predict short-term results, existential threat of the screen protector business, limited options to expand into comparable adjacent categories, and unrelenting competitive pressure on the core business.

On July 23 and July 28, 2020, representatives of the Company and Strategic A had discussions regarding a potential transaction and diligence processes.

On July 28, 2020, management held a due diligence call with Sponsor E and an affiliate of Evercel.

On July 28, 2020, BofA Securities disclosed to the Board their material relationships with the Company, Strategic A, Strategic C, and Sponsor E. They noted that they had received no revenues from the Company and Sponsor E since July 1, 2018.

On July 30, 2020, the Strategic Committee held a meeting and discussed the indications of interest. The Strategic Committee also discussed the potential impact that certain tariff exemptions may have on the process.

On July 30, 2020, Sponsor E and an affiliate of Evercel sent a letter to BofA Securities stating that they were willing to increase their offer to $4.80 per share (again assuming approximately 29.8 million shares of ZAGG common stock were outstanding). They noted that the offer was subject to due diligence and was calculated based on the number of shares outstanding. They also attached a letter, dated July 31, 2020, from a financial sponsor (“Sponsor F”) working with Sponsor E and Evercel, stating that they were slated to play a key role in the investor group being led by Sponsor E and Evercel and that Sponsor F believed the investor group was offering an extremely fair price for the shares.

On July 31, 2020, the Strategic Committee sent a letter to an affiliate of Evercel indicting that the Strategic Committee would not respond to the July 30, 2020 letter until August 10, 2020.

On July 31, 2020, the chief executive officer of Strategic A made a presentation to the Board regarding the terms of their offer. The Board discussed the proposed transaction with BofA Securities, including whether such a transaction would reduce the Company’s challenges related to earnings volatility and forecasting.

On August 3, 2020, the Company received a communication from Sponsor E and an affiliate of Evercel, in which they reiterated their interest in pursuing a strategic transaction and offering to engage in further discussions with the Board.

On August 5, 2020, the Strategic Committee of the Board held a telephonic meeting with BofA Securities, in which BofA Securities updated the committee on their discussions with Sponsor E and Evercel and with Strategic A.

On August 7, 2020, representatives of Sponsor E and an affiliate of Evercel held a videoconference with the Strategic Committee of the Board to discuss its proposal.

On August 12, 2020, the Board held a telephonic meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the terms of the offers from Strategic A and from Sponsor E, Sponsor F, and Evercel. The Board decided to continue discussions with both bidders.

On August 13, 2020, Sponsor E and an affiliate of Evercel sent a letter to the Chair of the Strategic Committee increasing their offer to $5.00 per share, reflecting on a Company equity value of $149 million, but they also noted again that their proposal assumed approximately 29.8 million shares of ZAGG common stock were outstanding and that the per share price would be reduced if any material payments were required to settle or terminate outstanding Company RSUs at the closing of the proposed transaction. This letter also set forth a proposal for a period of exclusive negotiations and proposing that the Company agree to reimburse up to $1,000,000 of the expenses of Sponsor E and an affiliate of Evercel in connection with the proposed transaction depending on the date of termination of exclusivity, in the event the proposed transaction was not consummated.

On August 14, 2020, the Board held a telephonic meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the state of the market, potential opportunities for the Company to enter into a strategic transaction, as well as the two proposals under consideration. BofA Securities noted the August 13, 2020 letter from Sponsor E and an affiliate of Evercel represented a per share price of $4.72 when accounting for the payments necessary to settle all Company RSUs at the closing of the transaction. BofA Securities representatives discussed with the Board their preliminary financial analyses of the Company, and noted that they had recently reached out to parties who had previously shown an interest in the Company, but none had indicated a willingness to proceed. BofA Securities representatives then provided an update to the Board on negotiations with Strategic A and discussed with the Board pursuing an exclusive negotiation process with Sponsor E and Evercel. After discussion, the Board decided to explore such an exclusive negotiation process.

On August 17, 2020, the Company signed a revised version of the August 13, 2020 letter from Sponsor E and an affiliate of Evercel which provided for a 30-day exclusivity period, subject to an automatic 15-day extension upon confirmation of the proposed purchase price and an additional 15-day extension upon delivery of proposed drafts of transaction documents, as well as the Company’s obligation to reimburse expenses of Sponsor E and an affiliate of Evercel up to $1,000,000, depending on the date of termination of exclusivity, in the event the proposed transaction is not consummated.

On August 19 and August 26, 2020, the Strategic Committee held calls with representatives of BofA Securities to discuss the status of the process.

On September 2, September 9, and September 16, 2020, the Strategic Committee held meetings to discuss updates on the negotiation with Sponsor E and Evercel. Management informed the Strategic Committee that they were working closely with Sponsor E and Evercel on financial and legal diligence.

On September 16, 2020, the Board received a letter from Sponsor E and an affiliate of Evercel, confirming the extension of exclusivity for an additional 15 days pursuant to the terms of the exclusivity agreement. They stated that they continued to diligence balance sheet items, potential incremental value drivers and the Company’s ability to obtain forgiveness of the PPP Loan. They indicated that they expected the equity to be provided by Evercel and Sponsor F, and that they continued to negotiate terms with lenders.

On September 23 and September 29, 2020, the Strategic Committee held meetings with management and representatives of BofA Securities and Latham & Watkins to discuss updates on the negotiation with Sponsor E and Evercel. During the meetings, BofA Securities provided an update regarding a potential price reduction that Sponsor E and Evercel were considering based on the results of the ongoing diligence. The committee also discussed the focus of Sponsor E and Evercel on the PPP Loan.

On September 30, 2020, Sponsor E and an affiliate of Evercel sent a letter to the Board requesting extension of the exclusivity period to complete the diligence process. On October 1, 2020, the Board agreed to extend the exclusivity period until October 16, 2020.

On October 7 and October 14, 2020, the Strategic Committee held meetings to discuss updates on the negotiation with Sponsor E and Evercel. The Strategic Committee discussed the recent guidelines issued by the U.S. Small Business Administration regarding treatment of Paycheck Protection Program loans issued under the CARES Act in change of control transactions and the potential impact on valuation.

On October 13, 2020, counsel to Evercel sent to Latham & Watkins a markup of the bid draft merger agreement, originally prepared by the Company and Latham & Watkins in December 2019 as part of the prior strategic processes, and such markup included changes to representations and warranties, termination provisions, and termination fee provisions.

On October 18, 2020, an affiliate of Evercel sent a letter proposing a reduction in the equity value of the Company to $142.9 million, resulting in a per share price of $4.52 (assuming all of the outstanding Company RSUs were to be paid out at Closing) and proposed escrowing $7.7 million of the price as a potential source of repayment of the PPP Loan in the event the PPP Loan is not forgiven. The letter described diligence findings (including the SEC’s investigation of certain matters) and inadequate support for potential incremental value drivers as the reasons for the reduction in purchase price. Concurrently with this letter, Evercel delivered to the Company: (i) a letter from Evercel and Sponsor F confirming that, subject to certain conditions and assumptions, they would be able and willing to provide the required equity financing for the proposed transaction; (ii) a letter from a financial advisor to Evercel indicating that it was highly confident that Evercel would be able to obtain the debt financing required for the proposed transaction; and (iii) term sheets from two lenders describing the principal terms of credit facilities that were being discussed with such lenders for the transaction.

On October 19, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the letter from an affiliate of Evercel. The Board was also informed that Sponsor E was not itself providing capital for the proposed transaction. The Board also discussed extending the exclusivity period until November 9, 2020.

On October 21, 2020, the Strategic Committee held a meeting to discuss updates on the negotiation with Evercel and Sponsor F. Following the meeting, the Board sent a letter to an affiliate of Evercel agreeing to extend the diligence review period and exclusivity until November 9, 2020. Over the following three weeks, the Evercel Group continued to conduct due diligence on the Company.

On October 26, 2020, Latham & Watkins sent to counsel to Evercel a revised draft of the proposed merger agreement, which included changes to the covenants in connection with COVID-19, termination provisions, employee benefits covenants, and termination fee provisions, and also sent a proposed draft of the Voting and Support Agreement.

On October 27, 2020, counsel to Evercel sent a proposed draft of the PPP Loan Forgiveness Rights Agreement to Latham & Watkins.

On October 28, 2020, the Strategic Committee held meetings with management and representatives of BofA Securities and Latham & Watkins to discuss updates on negotiations with Evercel and Sponsor F.

On October 29, 2020, Latham & Watkins sent to counsel to Evercel a revised draft of the proposed PPP Loan Forgiveness Rights Agreement, which included changes to the transfer and payment provisions.

On October 30, 2020, the Board held a regularly scheduled meeting at which representatives of BofA Securities and Latham & Watkins updated the Board on the status of the discussions with Evercel and Sponsor F.

On November 2, 2020, counsel to Evercel sent a draft of the merger agreement to Latham and Watkins and representatives of Latham & Watkins and counsel to Evercel held a call to discuss the merger agreement, including termination provisions, PPP Loan forgiveness, and related matters.

On November 4, 2020, an affiliate of Evercel informed BofA Securities that the senior lender for the proposed transaction had reduced the amount of its proposed commitment by one-third, that the junior lender reduced its proposed commitment by $10 million, and that Sponsor F would no longer be an equity investor with Evercel.

On November 4, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the status of negotiations with Evercel in light of the shortfall in funding to complete the proposed transaction. The Board authorized Mr. Garriques to introduce one or more potential financing sources to Evercel. On November 4, 2020, Mr. Garriques introduced a representative of Lynx Holdings V, LLC (“Lynx”) to the Evercel Group. Over the next several weeks, Mr. Garriques responded to questions from representatives of Lynx and the Evercel Group but did not participate in the negotiations between Lynx and the Evercel Group. Mr. Garriques did not and will not receive any consideration for the introduction or otherwise in connection with the transaction. Mr. Garriques is a director, executive or investor in unrelated companies in which a representative of Lynx is also a director or investor.

At the November 4, 2020 meeting, management presented updated projections to the Board. See “—‍Certain Financial Projections” beginning on page 53 of this proxy statement.

On November 4, 2020, counsel to the potential lenders for the transaction sent to Latham & Watkins a revised draft of the proposed merger agreement, which included financing-related changes to the representations and warranties, covenants, and termination provisions.

On November 5, 2020, Latham & Watkins sent to counsel to Evercel a revised draft of the proposed merger agreement, which included changes to the representations and warranties, covenants, fiduciary out, and termination and termination fee provisions.

On November 6, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the status of negotiations with the Evercel Group. BofA Securities informed the Board that Evercel and Lynx expressed interest in participating in a proposed transaction with the Company.

On November 9, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the status of the negotiations with Evercel.

On November 9, 2020, the Company entered into a non-disclosure agreement with Evercel.

On November 11, 2020, the Strategic Committee held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss updates regarding negotiations with Evercel.

On November 15, 2020, representatives of Evercel, BofA Securities, Latham & Watkins, and counsel to Evercel had a call to discuss the status of Evercel’s discussions with Lynx and the possibility that Lynx may be interested in purchasing assets of the Company after the closing.

On November 18, 2020, the Strategic Committee held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss updates regarding negotiations with Evercel, including the involvement of Lynx. At the meeting, representatives of BofA Securities presented a preliminary financial analysis of the Company.

On November 18, 2020, BofA Securities disclosed to the Board their material relationships with the Company Evercel, an affiliate of Evercel, and an affiliate of Lynx. They noted that they had received no revenues from the Company, Evercel or such affiliate of Evercel and less than $5 million of annual revenues from such affiliate of Lynx since November 1, 2018.

On November 24, 2020, counsel to Evercel sent to Latham & Watkins a revised draft of the proposed merger agreement and PPP Loan Forgiveness Rights Agreement, which included changes to the termination provisions.

On November 25, 2020, an affiliate of Evercel sent a letter to the Board with a revised proposal which reflected a $2.3 million reduction from the $142.9 million equity value proposed in the October 18, 2020 letter due to potential income tax consequences related to the PPP Loan. On the same day, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss updates regarding negotiations with Evercel and the terms of the offer. BofA Securities noted that they confirmed the revised offer was for $4.45 per share (assuming all of the outstanding Company RSUs were to be paid out at Closing), if the conditions for payment of the full amount related to the PPP Loan were satisfied. Mr. Daniel R. Maurer, Chairman of the Compensation Committee, discussed with Mr. Ahern a potential retention award. Later that day, the Board, excluding Mr. Ahern, met with representatives of BofA Securities and Latham & Watkins to further discuss the proposed transaction. The Board authorized BofA Securities to continue negotiations with Evercel.

On November 29, 2020, Latham & Watkins sent to counsel to Evercel a revised draft of the proposed merger agreement reflecting changes to the reverse break fee, the fiduciary out provision, and the employee benefits provision, and sent a revised draft of the PPP Loan Forgiveness Rights Agreement reflecting an extension of the end date.

On December 2, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the status of negotiations with Evercel, including the outstanding issues relating to the fiduciary out, the reverse break fee, and potential retention payments. The Board also discussed the status of the debt and equity commitments for the transaction.

On December 2, 2020, representatives of Evercel, BofA Securities, Latham & Watkins, and counsel to Evercel had a call to discuss outstanding provisions on the proposed merger agreement, including the fiduciary out, the reverse break fee, and potential retention payments. Evercel also proposed a fee payable by the Company if its stockholders do not approve the Merger in the absence of the announcement of a proposal from another bidder.

On December 4, 2020, the Board held a meeting with representatives of Latham & Watkins to discuss potential retention payments and the status of negotiations with Evercel, including the outstanding issues relating to the break fee and reverse break fee. The Board also discussed the status of the debt and equity commitments for the transaction.

On December 7, 2020, counsel to Evercel sent to Latham & Watkins a revised draft of the proposed merger agreement, which included changes to representations and warranties and covenants to accommodate a proposed modification to the executive severance plan, proposed an outside date, and proposed revised amounts for the break fee and reverse break fee. Counsel to Evercel also sent a revised draft of the PPP Loan Forgiveness Rights Agreement, which included minor modifications.

On December 7, 2020, Latham & Watkins sent to counsel to Evercel a revised draft of the proposed merger agreement, which included changes to the covenants regarding conduct of business by the Company pending the closing of the Merger, minor modifications to the representations of the Company that serve as closing conditions, and an extension of the proposed outside date, as well as a revised draft of the PPP Loan Forgiveness Rights Agreement, which included an extension of the time period for which the Rights Agent would retain unclaimed amounts to be paid to holders of PPP Loan Forgiveness Rights and a representation that the Company will use commercially reasonable efforts to obtain forgiveness of the PPP Loan following the closing of the Merger.

On December 7 and December 8, 2020, Evercel sent drafts of the equity commitment letter from Evercel and a co-investor and debt commitment letters from Lynx and KeyBank National Association and Keybanc Capital Markets Inc. (collectively, the “ABL Lender”) to BofA Securities.

On December 9, 2020, counsel to Evercel sent a draft of the limited guaranty by Evercel to Latham & Watkins.

Between December 8 and December 10, 2020, Latham & Watkins and counsel to Evercel exchanged drafts of the equity commitment letter, the debt commitment letters and the limited guaranty.

On December 9, 2020, counsel to Evercel sent comments to the proposed draft of the merger agreement to Latham & Watkins, which included changes to the covenants regarding conduct of business by the Company pending the closing of the Merger and the addition of a covenant that the Company take certain actions with respect to the PPP Loan, and shortened the period between the signing of the merger agreement and the proposed outside date.

On December 10, 2020, counsel to Evercel sent comments to the proposed draft of the Voting and Support Agreement to Latham & Watkins to clarify that the obligation to support the transactions followed to a transferee. Latham & Watkins sent to counsel to Evercel a revised draft of the Voting and Support Agreement that incorporated their comments.

On December 10, 2020, Latham & Watkins sent to counsel to Evercel revised drafts of the proposed merger agreement, which included changes to the provision regarding the proposed outside date.

On December 10, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to consider the merger agreement and related transactions. A representative of Latham & Watkins made a presentation to the Board covering several topics related to the proposed merger, including (i) the Board’s fiduciary duties to stockholders, (ii) a summary of the key terms of the proposed merger agreement, including the mechanics related to the Company’s PPP Loan forgiveness application, (iii) the funding structure proposed by the Evercel Group, including the breakdown of equity and debt financing commitments, and (iv) a discussion of the risk of litigation related to the merger and related transactions. BofA Securities reviewed with the Board its financial analysis of the Merger Consideration, and, at the request of the Board, BofA Securities rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 10, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in the written opinion, the Merger Consideration to be received in the Merger by holders of shares of the Company’s common stock, was fair, from a financial point of view, to such holders. For more information about BofA Securities’ opinion, see “—Opinion of BofA Securities, Inc.”.

The Board adjourned and a Compensation Committee meeting was held, where proposals to (i) clarify an ambiguity in the executive severance plan relating to a change of control provision, (ii) update the Company’s guidelines regarding severance payments to non-executive employees, and (iii) approve retention payments to be made subject to the successful consummation of the Merger were approved.

The Board reconvened and considered various reasons to approve the Merger Agreement (see “—‍Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 43 ), and certain countervailing factors. After discussions with the Company’s management and financial and legal advisors, in light of the reasons considered, and notwithstanding the countervailing factors, the Board, acting by the unanimous vote of the directors present and voting at the meeting:

Later on December 10, 2020, the parties executed and delivered the Merger Agreement and related transaction documents.

On December 11, 2020, prior to the open of trading in the Company’s stock, the Company and Evercel issued press releases announcing the execution of the Merger Agreement.

Also on December 11, 2020, the Company filed a Current Report on Form 8-K disclosing, among other things, its entry into the Merger Agreement and the Voting and Support Agreement.

On December 24, 2020, the Company received a non-binding letter of interest from a financial sponsor (“Sponsor G”), proposing to acquire 100% of the equity securities of the Company for $4.75 to $5.00 per share in cash. The proposal was subject to diligence and the need to obtain debt financing.

On December 26, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to consider the offer from Sponsor G. The Board determined that it needed additional information from Sponsor G in order to determine whether Sponsor G’s offer could reasonably be expected to lead to a “Superior Proposal” as defined in the Merger Agreement.

On December 27, 2020, Sponsor G delivered to the Company a revised letter of interest with a proposed offer of $4.90 per share in cash and an acknowledgement that it would pay the reverse break fee under the Merger Agreement if it was able to enter into a transaction with the Company.

Also on December 27, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to consider the revised offer from Sponsor G. The Board noted that the offer was subject to diligence and obtaining debt financing, and that further information was required regarding the equity funds. The Board then determined that the revised offer could reasonably be expected to lead to a “Superior Proposal” as defined in the Merger Agreement and would enter into a non-disclosure agreement with Sponsor G so it could conduct diligence and seek debt financing and the Company could seek further information from Sponsor G regarding its equity funds.

On December 28, 2020, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to further discuss the revised offer from Sponsor G, including the timeline for its diligence and debt financing.

On December 28, 2020, the Company entered into a non-disclosure agreement with Sponsor G and opened the data room to Sponsor G for it to begin diligence.

On January 4, 2021, the Board held a meeting with management and representatives of BofA Securities and Latham & Watkins to discuss the offer from Sponsor G, including its diligence, equity funds, and debt financing.

On January 5, 2021, the financial advisor to Sponsor G informed BofA Securities that Sponsor G was ceasing its efforts to pursue a strategic transaction with the Company.

On January 7, 2021, the Company filed the preliminary proxy statement for the special meeting with the SEC.

The Board, after consulting with its financial advisors and outside legal counsel and carefully reviewing and considering various factors described in “—Reasons for the Merger,” beginning on page 42, unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of ZAGG and its stockholders, (ii) approved, adopted, and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of ZAGG for adoption at the special meeting, and (iv) recommended that ZAGG’s stockholders adopt the Merger Agreement.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

At a meeting of our Board on December 10, 2020, our Board unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of ZAGG and its stockholders, (ii) approved, adopted, and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of ZAGG for adoption at the special meeting, and (iv) recommended that ZAGG’s stockholders adopt the Merger Agreement.

In reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Merger Agreement be adopted by ZAGG’s stockholders, the Board evaluated the Merger Agreement and the Merger with ZAGG’s executive management and ZAGG’s legal and financial advisors and carefully considered a number of factors, including the following material factors (which are not intended to be exhaustive or listed in any relative order of importance):

The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):