Zscaler, Inc. — Proxy Solicitation & Information Statement 2022

Nov 23, 2022

DEFA14A 1 brhc10044685_defa14a.htm DEFA14A Licensed to: Broadridge Document created using Broadridge PROfile 22.10.2.5096 Copyright 1995 - 2022 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a - 6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

Zscaler, Inc.

(Name of Registrant as Specified In Its Charter)

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)1 and 0-11.

Your Vote Counts! ZSCALER, INC. 120 HOLGER WAY SAN JOSE, CALIFORNIA 95134 ZSCALER, INC. 2022 Annual Meeting Vote by January 12, 2023 11:59 PM ET Vote Virtually at the Meeting January 13, 2023 1:00 p.m., Pacific Time Virtually at: www.virtualshareholdermeeting.com/ZS2022 Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D93581-P82463 You invested in ZSCALER, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on January 13, 2023. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to December 30, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Voting Items Board Recommends D93582-P82463 To elect three Class II directors to hold office until the 2025 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal. Nominees: Andrew Brown Scott Darling David Schneider For 2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023. For 3. To approve on a non-binding, advisory basis, the compensation of our named executive officers. For NOTE: Such other business as may properly come before the meeting or any adjournment thereof.