Home › Companies › ZSCALER INC. › 2023-2024

ZSCALER INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and ZSCALER INC.’s Form 8-K, filed 2024-01-10 (Item 5.07 on EDGAR). Page generated 02 October 2026.

9Reported items
551Asset managers
2,002Fund votes
2024-01-05Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore ZSCALER INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by ZSCALER INC.

These tallies are ZSCALER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-01-10 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

ZSCALER INC. — official shareholder meeting results, meeting held 2024-01-05
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Jay Chaudhry	95,944,738	--	--	19,179,199	14,210,932	Majority: yes

This meeting is also recorded here as 2024-01-06; both records come from the same filing, so the date should be checked against it.

Source: ZSCALER INC., Form 8-K, filed with the SEC on 2024-01-10 — read the filing on EDGAR.

How asset managers voted at the ZSCALER INC. 2023-2024 meeting

Each item below shows how the 551 asset managers that disclosed a ZSCALER INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of ZSCALER INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve on a non-binding, advisory basis, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-05.

Combines 13 wordings of this item as funds reported it.

44% fund support · no official result

FOR 44%AGAINST 55%

The 500 asset managers below cast 44% of the shares they voted on this item FOR (23,305,253 for, 29,263,000 against).

FOR: 23,305,253 (43.9%)AGAINST: 29,263,000 (55.2%)ABSTAIN: 445,074 (0.8%)NOT VOTED: 22,844 (0.0%)

Largest asset managers voting on “To approve on a non-binding, advisory basis, the compensation of our named executive officers.” at ZSCALER INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	8,700,499	0	0	For
BlackRock	59,691	4,928,261	0	Against
American Century	2,994,240	0	0	For
Fidelity	2,730,781	67,693	0	For
T. Rowe Price	1,826,028	358,352	0	For
First Trust	0	1,985,685	0	Against
Voya	0	1,715,624	0	Against
State Street	3,866	1,644,165	0	Against
Goldman Sachs	92	1,540,546	0	Against
Capital Research Global Investors	0	1,475,581	0	Against
GEODE CAPITAL MANAGEMENT, LLC	1,376,289	0	0	For
Capital Group	5	1,092,609	0	Against
Virtus	50,000	848,679	0	Against
Artisan	836,475	0	0	For
Advisors' Inner Circle Fund II	820,545	0	0	For
Charles Schwab	0	665,409	0	Against
Global X	0	685,110	0	Against
UBS	0	637,025	0	Against
Neuberger Berman	0	578,149	0	Against
1832 Asset Management L.P.	547,000	0	0	For
Allspring	0	537,600	0	Against
MARSHALL WACE, LLP	0	509,571	0	Against
Legal & General Investment Management Ltd	0	493,054	0	Against
Polar Capital Holdings Plc	0	0	441,161	Abstain
NOMURA ASSET MANAGEMENT CO LTD	0	430,210	0	Against

Showing the 25 largest of 500 asset managers. See all 500 in the interactive database.

2. To elect one Class III Director to hold office until the 2026 Annual Meeting of Stockholders or until their successor is elected and qualified, subject to their earlier death, resignation or removal: Jay Chaudhry

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-05.

Combines 9 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%WITHHELD 17%

FOR: 95,944,738WITHHELD: 19,179,199

ZSCALER INC.’s own tally for this item (“Elect Director: Jay Chaudhry”): 95,944,738 for, 19,179,199 withheld, per its Form 8-K filed 2024-01-10 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,313,000 outstanding shares: 65% for, 13% withheld (78% of the company cast a for/withheld vote).

The 115 asset managers below cast 99.9% of the shares they voted on this item FOR (19,298,357 for, 75 against).

FOR 77%ABSTAIN 23%

FOR: 19,298,357 (77.0%)AGAINST: 75 (0.0%)ABSTAIN: 5,767,861 (23.0%)

Largest asset managers voting on “To elect one Class III Director to hold office until the 2026 Annual Meeting of Stockholders or until their su” at ZSCALER INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	8,499,372	0	For
BlackRock	1,951,750	0	For
Fidelity	668,875	1,265,830	Abstain
First Trust	0	1,858,475	Abstain
American Century	1,389,369	0	For
Capital Group	1,092,209	0	For
Virtus	50,000	848,679	Abstain
Advisors' Inner Circle Fund II	820,545	0	For
Global X	676,859	0	For
T. Rowe Price	665,937	0	For
Amplify ETF Trust	418,324	0	For
INVESTMENT CO OF AMERICA	360,789	0	For
Bridge Builder Trust	346,376	1,517	For
Charles Schwab	294,646	0	For
Goldman Sachs	0	267,070	Abstain
TIAA	247,158	0	For
Artisan	245,593	0	For
Neuberger Berman	240,634	0	For
Jackson National	80,057	128,816	Abstain
Columbia Threadneedle	208,865	0	For
Allspring	0	196,913	Abstain
AIG/SunAmerica	0	133,786	Abstain
ProShares	0	130,936	Abstain
Victory Capital	0	118,810	Abstain
TOUCHSTONE STRATEGIC TRUST	0	117,834	Abstain

Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.

3. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024.

AUDIT-RELATED

Meeting held 2024-01-05.

Combines 3 wordings of this item as funds reported it.

99.7% fund support · no official result

FOR 99.7%

The 88 asset managers below cast 99.7% of the shares they voted on this item FOR (22,921,014 for, 50,371 against).

FOR: 22,921,014 (99.8%)AGAINST: 50,371 (0.2%)ABSTAIN: 3,329 (0.0%)

Largest asset managers voting on “To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for” at ZSCALER INC., 2023-2024
Asset manager	For	Vote
Vanguard	8,499,372	For
BlackRock	1,951,750	For
Fidelity	1,934,705	For
First Trust	1,858,475	For
American Century	1,389,369	For
Capital Group	1,092,209	For
Virtus	898,679	For
Global X	676,859	For
T. Rowe Price	665,937	For
INVESTMENT CO OF AMERICA	360,789	For
Charles Schwab	294,646	For
Goldman Sachs	267,070	For
TIAA	247,158	For
Artisan	245,593	For
Neuberger Berman	240,634	For
Columbia Threadneedle	208,865	For
Allspring	196,913	For
AIG/SunAmerica	133,786	For
ProShares	130,936	For
Victory Capital	118,810	For
Voya	97,536	For
BARON SELECT FUNDS	95,281	For
Equitable	87,438	For
Dimensional	84,384	For
WisdomTree	80,532	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

4. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year 2024

AUDIT-RELATED

Meeting held 2024-01-05.

99% fund support · no official result

FOR 99%

The 31 asset managers below cast 99% of the shares they voted on this item FOR (2,064,738 for, 22,360 against).

FOR: 2,064,738 (98.9%)AGAINST: 22,360 (1.1%)

Largest asset managers voting on “To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for” at ZSCALER INC., 2023-2024
Asset manager	For	Against	Vote
Advisors' Inner Circle Fund II	820,545	0	For
Amplify ETF Trust	417,976	348	For
Bridge Builder Trust	346,376	1,517	For
Jackson National	208,873	0	For
TOUCHSTONE STRATEGIC TRUST	117,834	0	For
John Hancock	45,373	0	For
BERKSHIRE FUNDS	33,880	0	For
FIRSTHAND FUNDS	0	20,000	Against
Collaborative Investment Series Trust	12,985	0	For
Listed Funds Trust	9,244	0	For
TrimTabs ETF Trust	6,755	0	For
Calamos	6,317	0	For
Pacer Funds Trust	5,976	0	For
JPMorgan	5,217	0	For
Allianz	3,863	0	For
Tidal Trust II	3,624	0	For
Harbor ETF Trust	2,768	0	For
Investment Managers Series Trust II	2,316	0	For
HARBOR FUNDS	2,043	0	For
CITY NATIONAL ROCHDALE FUNDS	1,981	0	For
Lincoln Financial	1,854	0	For
PFM Multi-Manager Series Trust	1,590	0	For
EA Series Trust	1,529	0	For
SPIRIT OF AMERICA INVESTMENT FUND INC	1,400	0	For
ETF Series Solutions	1,233	0	For

Showing the 25 largest of 31 asset managers. See all 31 in the interactive database.

5. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESCOMPENSATION

Meeting held 2024-01-05.

10% fund support · no official result

10%AGAINST 90%

The 26 asset managers below cast 10% of the shares they voted on this item FOR (44,210 for, 400,934 against).

FOR: 44,210 (9.9%)AGAINST: 400,934 (90.1%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at ZSCALER INC., 2023-2024
Asset manager	For	Against	Vote
APG Asset Management US Inc.	0	113,048	Against
Thematics Asset Management	0	83,478	Against
STOREBRAND ASSET MANAGEMENT AS	0	73,102	Against
TD ASSET MANAGEMENT INC	0	27,500	Against
ADAGE CAPITAL PARTNERS GP, L.L.C.	25,000	0	For
EFG Asset Management (North America) Corp.	0	19,434	Against
FJARDE AP-FONDEN /FOURTH SWEDISH NATIONAL PENSION FUND	18,820	0	For
Desjardins Global Asset Management Inc.	0	17,660	Against
Tredje AP-fonden	0	14,446	Against
JPMorgan	0	12,158	Against
TIMOTHY PLAN	0	7,258	Against
iA Global Asset Management Inc.	0	7,082	Against
ESSEX INVESTMENT MANAGEMENT CO LLC	0	6,013	Against
NORDEA INVESTMENT MANAGEMENT AB	0	5,564	Against
Union Investment Privatfonds GmbH	0	3,238	Against
Vinva Investment Management Ltd	0	2,637	Against
OSSIAM	0	2,543	Against
Lincoln Financial	0	2,512	Against
Union Investment Institutional GmbH	0	2,071	Against
Symmetry Panoramic Trust	0	442	Against
TOBAM	0	373	Against
Balentine LLC	300	0	For
Triasima Portfolio Management inc.	0	275	Against
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	0	100	Against
DOHJ, LLC	85	0	For

Showing the 25 largest of 26 asset managers. See all 26 in the interactive database.

6. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-05.

Combines 2 wordings of this item as funds reported it.

99.4% fund support · no official result

FOR 99.3%

The 6 asset managers below cast 99.4% of the shares they voted on this item FOR (19,833 for, 114 against).

FOR: 19,833 (99.4%)AGAINST: 114 (0.6%)NOT VOTED: 13 (0.1%)

Largest asset managers voting on “14A Executive Compensation” at ZSCALER INC., 2023-2024
Asset manager	For	Against	Vote
DIKER MANAGEMENT LLC	16,000	0	For
Williamson Legacy Group, LLC	3,733	0	For
River Street Advisors LLC	0	104	Against
GYL FINANCIAL SYNERGIES, LLC	100	0	For
SIERRA SUMMIT ADVISORS LLC	0	0	Not Voted
Baker Avenue Asset Management, LP	0	10	Against

7. Ratify PricewaterhouseCoopers LLP as Auditors

AUDIT-RELATED

Meeting held 2024-01-05.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (10,212 for, 0 against).

FOR: 10,212 (100.0%)

Largest asset managers voting on “Ratify PricewaterhouseCoopers LLP as Auditors” at ZSCALER INC., 2023-2024
Asset manager	For	Vote
TIMOTHY PLAN	7,258	For
Lincoln Financial	2,512	For
Symmetry Panoramic Trust	442	For

8. To approve on a non-binding, advisory basis, the compensaiton of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-05.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 2,908 against).

AGAINST: 2,908 (100.0%)

Largest asset managers voting on “To approve on a non-binding, advisory basis, the compensaiton of our named executive officers.” at ZSCALER INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Orion Porfolio Solutions, LLC	0	1,454	0	0	Against
Orion Portfolio Solutions, LLC	0	1,454	0	0	Against

9. To approve on a non-binding, advisory basis, the compensation of our named executive officers

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2024-06-05; no official results on file for that date.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (394 for, 0 against).

FOR: 394 (100.0%)

Largest asset managers voting on “To approve on a non-binding, advisory basis, the compensation of our named executive officers” at ZSCALER INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Nicollet Investment Management, Inc.	345	0	0	0	For
MidWestOne Financial Group, Inc.	49	0	0	0	For

Largest ZSCALER INC. shareholders voting in 2023-2024

Ranked by the number of ZSCALER INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 148,313,000 shares outstanding at the time of that meeting.

Top ZSCALER INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	5.87%
2	BlackRock	3.36%
3	American Century	2.02%
4	Fidelity	1.89%
5	T. Rowe Price	1.47%
6	First Trust	1.34%
7	Voya	1.16%
8	State Street	1.11%
9	Goldman Sachs	1.04%
10	Capital Research Global Investors	0.99%

Reported ZSCALER INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

ZSCALER INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Ajay Mangal, as trustee	19.82%	DEF14A
Jay Chaudhry	18.13%	DEF14A
Vanguard Group	7.66%	13F
BlackRock	5.25%	13F
FMR (Fidelity)	2.72%	13F
Citadel Advisors	1.67%	13F
Goldman Sachs	1.66%	13F
State Street	1.33%	13F
Geode Capital	1.01%	13F
Renaissance Technologies	0.87%	13F

Percentages above are of 148,313,000 shares outstanding, as reported by ZSCALER INC. on its Form 10-Q dated 2023-10-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from ZSCALER INC.’s 10-Q dated 2023-10-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At ZSCALER INC.'s shareholder meeting held 2024-01-05, in the 2023-2024 proxy season, 551 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,002 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. ZSCALER INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To approve on a non-binding, advisory basis, the compensation of our named executive officers. — the reporting funds cast 44% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

ZSCALER INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.