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 ☒
|
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-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):
| ☒ |
No fee required.
|
|
| ☐ |
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:
|
|
| ☐ |
Fee paid previously with preliminary materials.
|
|
| ☐ |
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:
|
|
*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to Be Held on January 6, 2021. ZSCALER, INC. ZSCALER, INC. 120 HOLGER WAY SAN JOSE, CALIFORNIA 95134 Meeting Information Meeting Type: Annual Meeting For holders as of: November 11, 2020 Date: January 6, 2021 Time: 1:00 p.m.,
Pacific Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/ZS2020. 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/ZS2020 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (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. D26058-P45068
Before You Vote How to Access the Proxy Materials How to View Online: Have the information that is printed in the box
marked by the arrow XXXX XXXX XXXX XXXX (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 XXXX XXXX XXXX XXXX (located on the following page) in the subject line. NOTICE AND PROXY STATEMENT ANNUAL REPORT Proxy Materials Available to VIEW or RECEIVE: 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 23, 2020 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 XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. During The Meeting: Go
to www.virtualshareholdermeeting.com/ZS2020. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (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. D26059-P45068
Voting Items The Board of Directors recommends you vote FOR
the following: 1. To elect two Class III directors to hold office until the 2023 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal. Nominees: 01)
Jagtar ("Jay") Chaudhry 02) Amit Sinha 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 2021. The Board of Directors recommends you vote FOR the following proposal: 3. To approve on a non-binding,
advisory basis, the compensation of our named executive officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. D26060-P45068
D26061-P45068