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
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount previously paid:
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Form, schedule or registration statement no.:
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Filing party:
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Date filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on January 10, 2020.
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ZSCALER, INC.
ZSCALER, INC. 110 ROSE ORCHARD WAY SAN JOSE, CALIFORNIA 95134
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| Meeting Information | |||
| Meeting Type: Annual Meeting | |||
| For holders as of: November 15, 2019 | |||
| Date: January 10, 2020 Time: 2:00 p.m., Pacific Time | |||
| Location: | Meeting live via the Internet-please visit | ||
| www.virtualshareholdermeeting.com/ZS2019. | |||
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/ZS2019 and be sure to have the information that is printed in the box marked by the arrow  (located on the following page). |
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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.
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
— Before You Vote —
How to Access the Proxy Materials
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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. |
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| 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. |
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| 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 27, 2019 to facilitate timely delivery. | ||||
— How To Vote —
Please Choose One of the Following Voting Methods
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Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow |
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During The Meeting: Go to www.virtualshareholdermeeting.com/ZS2019. Have the information that is printed in the box marked by the arrow Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
| Voting items |
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To elect three Class II directors to hold office until the 2022 annual meeting of stockholders or until their successors are elected and qualified, subject to their
earlier death, resignation or removal.
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| Nominees: | |||
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Andrew Brown
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Scott Darling
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| 03) |
David Schneider
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| The Board of Directors recommends you vote FOR the following proposal: | |||
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To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2020.
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The Board of Directors recommends you vote “ONE” year on the following proposal:
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To approve on a non-binding, advisory basis, the frequency of future stockholder advisory votes on the compensation of our named
executive officers.
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NOTE: Such other business as may properly come before the meeting or any adjournment
thereof.
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