Boardroom Alpha
Meeting calendar
ZS · Annual meeting · Monday, January 12, 2026

Zscaler Inc

3 nominees · 5 ballot items.

Five proposals: election of three Class II directors; ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026; advisory vote on the compensation of the Named Executive Officers; advisory vote on the frequency of future stockholder advisory votes to approve the compensation of our Named Executive Officers; and a stockholder proposal to declassify the board of directors.

Market cap
$24.0B
1Y TSR
-53.5%
Board grade
C+
Record date
Nov 14, 2025
Filing
DEF 14A
Meeting concluded · Jan 12, 2026

Follow how the vote landed and what changed on Zscaler Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot5

  1. 1

    Election of Directors

    ManagementBoard: FOR

    Election of three Class II directors to hold office until the 2028 annual meeting (class II: Andrew Brown, Scott Darling and David Schneider).

  2. 2

    Ratification of Appointment of Independent Registered Public Accounting Firm

    ManagementBoard: FOR

    Ratify PwC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2026 (PwC has served since 2015).

  3. 3

    Advisory Vote on the Compensation of Our Named Executive Officers

    ManagementBoard: FOR

    Non-binding advisory vote on Executive Officers’ compensation as disclosed in the Proxy Statement.

  4. 4

    Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of Our Named Executive Officers

    ManagementBoard: FOR

    Non-binding advisory vote on how often stockholders want future Say-on-Pay votes (one year, two years or three years); the Board recommends one year.

  5. 5

    Stockholder Proposal: Board Declassification

    Shareholder

    Stockholder proposal to reorganize the Board of Directors into one class with annual elections (declassification).

Director elections

Nominees on the ballot3

Independent
Tenure on this board
10.8 yrs
Also a director at
Everpure Inc (P)
Ownership

Top institutional holders10

Latest 13F quarter
1VANGUARD PORTFOLIO MANAGEMENT LLC3.7%5,930,635$832M
2VANGUARD CAPITAL MANAGEMENT LLC2.9%4,660,890$654M
3FIRST TRUST ADVISORS LP2.2%3,518,678$494M
4BlackRock, Inc.1.8%2,946,245$413M
5BlackRock, Inc.1.6%2,560,815$359M
6STATE STREET CORP1.5%2,384,518$335M
7AMERICAN CENTURY COMPANIES INC1.5%2,384,425$335M
8Pictet Asset Management Holding SA1.2%1,920,540$269M
9GEODE CAPITAL MANAGEMENT, LLC1.1%1,822,339$255M
10GOLDMAN SACHS GROUP INC1.1%1,816,688$255M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Zscaler Inc 2026 annual meeting?
Zscaler Inc (ZS) holds its 2026 annual shareholder meeting on Monday, January 12, 2026.
What is the record date for the Zscaler Inc 2026 meeting?
The record date for the Zscaler Inc 2026 meeting is Friday, November 14, 2025. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Zscaler Inc's 2026 meeting?
The board is presenting 3 director nominees at the Zscaler Inc 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Zscaler Inc 2026 meeting?
Shareholders will vote on 5 proposals at the Zscaler Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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