---
schema_version: "secwatch.filing_event.v1"
accession: "0001713683-23-000017"
form_type: "8-K"
ticker: "ZS"
cik: "0001713683"
company_name: "Zscaler, Inc."
filed_at: "2023-01-19T23:59:59+00:00"
generated_at: "2026-06-20T13:10:00.041269+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Zscaler stockholders elect three Class II directors, ratify PwC, approve say-on-pay at 2023 annual meeting

## Summary
- Each director nominee elected: Andrew Brown, Scott Darling, David Schneider received 92.8M, 88.4M, 96.4M votes for respectively.
- Ratification of PricewaterhouseCoopers as auditor for FY2023 passed with 125.6M for, 210k against.
- Advisory vote on named executive officer compensation approved with 71.7M for, 41.0M against (excluding broker non-votes of 12.95M).

## SEC filing metadata
- accession: 0001713683-23-000017
- form_type: 8-K
- ticker: ZS
- cik: 0001713683
- company_name: Zscaler, Inc.
- filed_at: 2023-01-19T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1713683/000171368323000017/0001713683-23-000017-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1713683/000171368323000017/zs-20230113.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001713683-23-000017
- JSON: https://secwatch.observer/filing/0001713683-23-000017.json
- Plain text: https://secwatch.observer/filing/0001713683-23-000017.txt

## Key facts
- Shareholder Votes
  Zscaler, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-01-13 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-01-13
  source text: (2) Ratification of Appointment of Independent Registered Public Accounting Firm . The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023 was ratified based on the following voting results: For Against Abstain 125,571,463 210,579 44,202
  evidence_url: https://www.sec.gov/Archives/edgar/data/1713683/000171368323000017/0001713683-23-000017-index.htm
- Shareholder Votes
  Zscaler, Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2023-01-13 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-01-13
  source text: (3) Advisory Vote on Named Executive Officer Compensation. The stockholders of the Company approved on a non-binding advisory basis the compensation of the Company’s named executive officers based on the following voting results: For Against Abstain Broker Non-Votes 71,728,431 40,973,085 170,823 12,953,905
  evidence_url: https://www.sec.gov/Archives/edgar/data/1713683/000171368323000017/0001713683-23-000017-index.htm
- Shareholder Votes
  Zscaler, Inc. shareholders approved Election of Class II Directors at the 2023-01-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-13
  source text: (1) Election of Directors. Each of the following nominees was elected to serve as a Class II director, to hold office until the Company’s 2025 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal based on the following voting results: Nominees For Withheld Broker Non-Votes Andrew Brown 92,783,971 20,088,368 12,953,905 Scott Darling 88,417,719 24,454,620 12,953,905 David Schneider 96,426,658 16,445,681 12,953,905
  evidence_url: https://www.sec.gov/Archives/edgar/data/1713683/000171368323000017/0001713683-23-000017-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.