---
schema_version: "secwatch.filing_event.v1"
accession: "0001713683-24-000018"
form_type: "8-K"
ticker: "ZS"
cik: "0001713683"
company_name: "Zscaler, Inc."
filed_at: "2024-01-10T23:59:59+00:00"
generated_at: "2026-06-07T00:58:03.166638+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Zscaler annual meeting: Jay Chaudhry re-elected, PwC ratified, say-on-pay passes with 28% dissent

## Summary
- Director Jay Chaudhry re-elected with 95.9M for, 19.2M withheld; 14.2M broker non-votes.
- Ratification of PwC as auditor for FY2024 passed with 127.7M for, 1.5M against.
- Advisory vote on named executive officer compensation approved: 82.4M for, 32.0M against (28% against).
- All three proposals passed; no other matters voted upon.

## SEC filing metadata
- accession: 0001713683-24-000018
- form_type: 8-K
- ticker: ZS
- cik: 0001713683
- company_name: Zscaler, Inc.
- filed_at: 2024-01-10T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1713683/000171368324000018/0001713683-24-000018-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1713683/000171368324000018/zs-20240105.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001713683-24-000018
- JSON: https://secwatch.observer/filing/0001713683-24-000018.json
- Plain text: https://secwatch.observer/filing/0001713683-24-000018.txt

## Key facts
- Shareholder Votes
  Zscaler, Inc. shareholders approved Election of Class III director at the 2024-01-05 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-01-05
  source text: (1) Election of Directors. The following nominee was elected to serve as the Class III director, to hold office until the Company’s 2026 annual meeting of stockholders or until their successor is elected and qualified, subject to their earlier death, resignation or removal based on the following voting results: Nominees For Withheld Broker Non-Votes Jay Chaudhry 95,944,738 19,179,199 14,210,932
  evidence_url: https://www.sec.gov/Archives/edgar/data/1713683/000171368324000018/0001713683-24-000018-index.htm
- Shareholder Votes
  Zscaler, Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2024-01-05 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-01-05
  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 82,408,287 32,039,024 676,626 14,210,932
  evidence_url: https://www.sec.gov/Archives/edgar/data/1713683/000171368324000018/0001713683-24-000018-index.htm
- Shareholder Votes
  Zscaler, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-01-05 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-01-05
  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, 2024 was ratified based on the following voting results: For Against Abstain 127,662,177 1,532,800 139,892
  evidence_url: https://www.sec.gov/Archives/edgar/data/1713683/000171368324000018/0001713683-24-000018-index.htm

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