Zscaler, Inc. — Proxy Solicitation & Information Statement 2024

Nov 22, 2024

DEFA14A 1 ef20038819_defa14a.htm DEFA 14A Licensed to: Broadridge Document created using Broadridge PROfile 24.9.1.5252 Copyright 1995 - 2024 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

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☐ 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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Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V59583-P20241 ZSCALER, INC. 120 HOLGER WAY SAN JOSE, CALIFORNIA 95134 ZSCALER, INC. Fiscal 2024 Annual Meeting Vote by January 9, 2025 11:59 PM ET 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 materials for the stockholder meeting to be held on January 10, 2025. 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 27, 2024. 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 Virtually at the Meeting January 10, 2025 1:00 p.m., Pacific Time Virtually at: www.virtualshareholdermeeting.com/ZS2024 Please check the meeting materials for any special requirements for meeting attendance.

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 “Delivery Settings”. 1. To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal. For Nominees: Karen Blasing Charles Giancarlo Eileen Naughton 2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending July 31, 2025. For 3. To approve on a non-binding, advisory basis, the compensation of our named executive officers. For 4. To approve an amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan. For NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Voting Items Board Recommends V59584-P20241