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Compiled from SEC Form N-PX filings and ZSCALER INC.’s Form 8-K, filed January 10, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of January 5, 2024: 3 items on ZSCALER INC.’s Form 8-K, filed January 10, 2024: 2 approved · 1 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore ZSCALER INC. in the interactive database Compare manager voting policies
These tallies are ZSCALER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed January 10, 2024 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Jay Chaudhry | 95,944,738 | -- | -- | 19,179,199 | 14,210,932 | 83% | Not verified | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 127,662,177 | 1,532,800 | 139,892 | -- | -- | 99% | Approved | — |
| 3. Advisory Vote on Named Executive Officer Compensation | 82,408,287 | 32,039,024 | 676,626 | -- | 14,210,932 | 72% | Approved | — |
This meeting is also recorded here as January 6, 2024; 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 January 10, 2024 — read the filing on EDGAR.
Each item below shows how the 550 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.
Combines 9 wordings of this item as funds reported it.
83% Majority: yes · of votes cast
Description as filed by funds: 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
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 January 10, 2024 (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.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 115 asset managers below reported 19,298,357 for, 75 against, 5,497,432 withheld, 270,429 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 8,499,372 | 0 | 0 | 0 | For |
| BlackRock | 1,951,750 | 0 | 0 | 0 | For |
| Fidelity | 668,875 | 0 | 0 | 1,265,830 | Mixed |
| First Trust | 0 | 0 | 0 | 1,858,475 | Withhold |
| American Century | 1,389,369 | 0 | 0 | 0 | For |
| Capital Group | 1,092,209 | 0 | 0 | 0 | For |
| Virtus | 50,000 | 0 | 0 | 848,679 | Mixed |
| Advisors' Inner Circle Fund II | 820,545 | 0 | 0 | 0 | For |
| Global X | 676,859 | 0 | 0 | 0 | For |
| T. Rowe Price | 665,937 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 418,324 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 360,789 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 346,376 | 0 | 1,517 | 0 | For |
| Charles Schwab | 294,646 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 267,070 | Withhold |
| TIAA | 247,158 | 0 | 0 | 0 | For |
| Artisan | 245,593 | 0 | 0 | 0 | For |
| Neuberger Berman | 240,634 | 0 | 0 | 0 | For |
| Jackson National | 80,057 | 0 | 128,816 | 0 | Mixed |
| Columbia Threadneedle | 208,865 | 0 | 0 | 0 | For |
| Allspring | 0 | 0 | 0 | 196,913 | Withhold |
| AIG/SunAmerica | 0 | 0 | 0 | 133,786 | Withhold |
| ProShares | 0 | 0 | 0 | 130,936 | Withhold |
| Victory Capital | 0 | 0 | 0 | 118,810 | Withhold |
| TOUCHSTONE STRATEGIC TRUST | 0 | 0 | 117,834 | 0 | Abstain |
Showing the 25 largest of 115 asset managers. See all 115 in the interactive database.
Combines 23 wordings of this item as funds reported it.
72% Approved · of votes cast
Description as filed by funds: To approve on a non-binding, advisory basis, the compensation of our named executive officers.
ZSCALER INC.’s own tally for this item (“3. Advisory Vote on Named Executive Officer Compensation”): 82,408,287 for, 32,039,024 against — passed, per its Form 8-K filed January 10, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders of the Company approved on a non-binding advisory basis the compensation of the Company's named executive officers based on the following voting results:”
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 8,499,372 | 0 | 0 | 0 | For |
| BlackRock | 0 | 1,951,750 | 0 | 0 | Against |
| Fidelity | 1,867,012 | 67,693 | 0 | 0 | For |
| First Trust | 0 | 1,858,475 | 0 | 0 | Against |
| American Century | 1,389,369 | 0 | 0 | 0 | For |
| Capital Group | 0 | 1,092,209 | 0 | 0 | Against |
| Virtus | 50,000 | 848,679 | 0 | 0 | Mixed |
| Artisan | 836,475 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 820,545 | 0 | 0 | 0 | For |
| Global X | 0 | 676,859 | 0 | 0 | Against |
| T. Rowe Price | 539,536 | 126,401 | 0 | 0 | Mixed |
| Amplify ETF Trust | 0 | 418,324 | 0 | 0 | Against |
| INVESTMENT CO OF AMERICA | 0 | 360,789 | 0 | 0 | Against |
| Bridge Builder Trust | 324,405 | 23,488 | 0 | 0 | Mixed |
| Charles Schwab | 0 | 294,646 | 0 | 0 | Against |
| Goldman Sachs | 0 | 267,070 | 0 | 0 | Against |
| TIAA | 247,158 | 0 | 0 | 0 | For |
| Neuberger Berman | 0 | 240,634 | 0 | 0 | Against |
| Jackson National | 63,600 | 145,273 | 0 | 0 | Mixed |
| Columbia Threadneedle | 0 | 208,865 | 0 | 0 | Against |
| Allspring | 0 | 196,913 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 133,786 | 0 | 0 | Against |
| ProShares | 0 | 130,936 | 0 | 0 | Against |
| Victory Capital | 0 | 118,810 | 0 | 0 | Against |
| TOUCHSTONE STRATEGIC TRUST | 0 | 117,834 | 0 | 0 | Against |
Fund voting reports, all 116 managers: 15,014,773 for, 10,644,746 against, 3,329 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 59,691 | 2,976,511 | 0 | 0 | Against |
| Voya | 0 | 1,618,088 | 0 | 0 | Against |
| American Century | 1,604,871 | 0 | 0 | 0 | For |
| State Street | 3,866 | 1,570,463 | 0 | 0 | Against |
| T. Rowe Price | 1,286,492 | 231,951 | 0 | 0 | Mixed |
| Capital Research Global Investors | 0 | 1,475,581 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 1,376,289 | 0 | 0 | 0 | For |
| Goldman Sachs | 92 | 1,273,476 | 0 | 0 | Against |
| Fidelity | 863,769 | 0 | 0 | 0 | For |
| UBS | 0 | 637,025 | 0 | 0 | Against |
| 1832 Asset Management L.P. | 547,000 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 0 | 509,571 | 0 | 0 | Against |
| Legal & General Investment Management Ltd | 0 | 493,054 | 0 | 0 | Against |
| Polar Capital Holdings Plc | 0 | 0 | 441,161 | 0 | Abstain |
| NOMURA ASSET MANAGEMENT CO LTD | 0 | 430,210 | 0 | 0 | Against |
| Charles Schwab | 0 | 370,763 | 0 | 0 | Against |
| Champlain Investment Partners, LLC | 388,574 | 0 | 0 | 0 | For |
| Citadel | 375,071 | 0 | 0 | 0 | For |
| Franklin Templeton | 362,090 | 0 | 0 | 0 | For |
| Allspring | 0 | 340,687 | 0 | 0 | Against |
| Neuberger Berman | 0 | 337,515 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 316,023 | 0 | 0 | Against |
| Nuveen | 295,954 | 0 | 0 | 0 | For |
| FIDUCIARY TRUST CO INTERNATIONAL | 285,000 | 0 | 0 | 0 | For |
| WESTFIELD CAPITAL MANAGEMENT CO LP | 0 | 265,202 | 0 | 0 | Against |
Institutional-manager reports, all 450 managers: 8,362,229 for, 19,093,577 against, 220 withheld, 441,525 abstained, 22,857 not voted. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024.
ZSCALER INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 127,662,177 for, 1,532,800 against — passed, per its Form 8-K filed January 10, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2024 was ratified based on the following voting results:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 116 asset managers below reported 24,989,485 for, 72,731 against, 3,329 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 8,499,372 | 0 | 0 | 0 | For |
| BlackRock | 1,951,750 | 0 | 0 | 0 | For |
| Fidelity | 1,934,705 | 0 | 0 | 0 | For |
| First Trust | 1,858,475 | 0 | 0 | 0 | For |
| American Century | 1,389,369 | 0 | 0 | 0 | For |
| Capital Group | 1,092,209 | 0 | 0 | 0 | For |
| Virtus | 898,679 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 820,545 | 0 | 0 | 0 | For |
| Global X | 676,859 | 0 | 0 | 0 | For |
| T. Rowe Price | 665,937 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 417,976 | 348 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 360,789 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 346,376 | 1,517 | 0 | 0 | For |
| Charles Schwab | 294,646 | 0 | 0 | 0 | For |
| Goldman Sachs | 267,070 | 0 | 0 | 0 | For |
| TIAA | 247,158 | 0 | 0 | 0 | For |
| Artisan | 245,593 | 0 | 0 | 0 | For |
| Neuberger Berman | 240,634 | 0 | 0 | 0 | For |
| Jackson National | 208,873 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 208,865 | 0 | 0 | 0 | For |
| Allspring | 196,913 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 133,786 | 0 | 0 | 0 | For |
| ProShares | 130,936 | 0 | 0 | 0 | For |
| Victory Capital | 118,810 | 0 | 0 | 0 | For |
| TOUCHSTONE STRATEGIC TRUST | 117,834 | 0 | 0 | 0 | For |
Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.
Combines 2 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 3 asset managers below reported 10,212 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TIMOTHY PLAN | 7,258 | 0 | 0 | 0 | For |
| Lincoln Financial | 2,512 | 0 | 0 | 0 | For |
| Symmetry Panoramic Trust | 442 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 148,313,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 5.73% |
| 2 | BlackRock | 1.32% |
| 3 | Fidelity | 1.30% |
| 4 | First Trust | 1.25% |
| 5 | American Century | 0.94% |
| 6 | Capital Group | 0.74% |
| 7 | Virtus | 0.61% |
| 8 | Artisan | 0.56% |
| 9 | Advisors' Inner Circle Fund II | 0.55% |
| 10 | Global X | 0.46% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 2.05% |
| 2 | Voya | 1.09% |
| 3 | American Century | 1.08% |
| 4 | State Street | 1.06% |
| 5 | T. Rowe Price | 1.02% |
| 6 | Capital Research Global Investors | 0.99% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.93% |
| 8 | Goldman Sachs | 0.86% |
| 9 | Fidelity | 0.58% |
| 10 | UBS | 0.43% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| 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 October 31, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 October 31, 2023. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At ZSCALER INC.'s shareholder meeting held January 5, 2024, in the 2023-2024 proxy season, 550 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,992 separate fund positions. Their filings are grouped here into 4 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve on a non-binding, advisory basis, the compensation of our named executive officers. — ZSCALER INC.'s filing reports the proposal as approved, with 72% support of the votes cast (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). Source: ZSCALER INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on January 10, 2024.
ZSCALER INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.