Zscaler, Inc. — Proxy Solicitation & Information Statement 2018

Nov 8, 2018

DEFA14A 1 bp14388x1_defa14a.htm DEFA14A Licensed to: Broadridge Financial Solutions, Inc. Document created using EDGARfilings PROfile 5.0.0.0 Copyright 1995 - 2018 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

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

ZSCALER, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, schedule or registration statement no.:
	(3)	Filing party:
	(4)	Date filed:

Field: Page; Sequence: 1

Field: /Page

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on December 18, 2018.

ZSCALER, INC. ZSCALER, INC. 110 ROSE ORCHARD WAY SAN JOSE, CALIFORNIA 95134

Meeting Information
Meeting Type: Annual Meeting
For holders as of: October 25, 2018
Date: December 18, 2018 Time: 1:00 p.m., Pacific Time
Location:	Meeting live via the Internet-please visit
	www.virtualshareholdermeeting.com/ZS2018.
The company will be hosting the meeting live via the Internet this year. To attend
the meeting via the Internet please visit www.virtualshareholdermeeting.com/ZS2018 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this
notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available
to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.

Field: Page; Sequence: 2

Field: /Page

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com .
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request:
1) BY INTERNET :	www.proxyvote.com
2) BY TELEPHONE :	1-800-579-1639
3) BY E-MAIL* :	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before December 4, 2018 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

| Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the
following page) available and follow the instructions. |
| --- |
| During The Meeting: Go to www.virtualshareholdermeeting.com/ZS2018 . Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |

Field: Page; Sequence: 3

Field: /Page

Voting items
The Board of Directors recommends you vote FOR the following:

| 1. | To elect two Class I directors to hold office until the 2021 annual meeting of stockholders or until their successors are elected
and qualified, subject to their earlier death, resignation or removal. | |
| --- | --- | --- |
| | Nominees: | |
| | 01) | Karen Blasing |
| | 02) | Charles Giancarlo |
| The Board of Directors recommends you vote FOR the following proposal: | | |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2019. | |
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | |

Field: Page; Sequence: 4

Field: /Page

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 5

Field: /Page