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ZSCALER INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and ZSCALER INC.’s Form 8-K, filed January 15, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 6Ballot items
  • 608Asset managers
  • 3,422Fund votes
  • January 10, 2025Meeting date

Results at a glance

Meeting of January 10, 2025: 6 items on ZSCALER INC.’s Form 8-K, filed January 15, 2025: 3 elected · 3 approved.

Material dissent

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

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

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

Official 2024-2025 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 January 15, 2025 (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 January 10, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Karen Blasing 119,977,902---- 964,42512,891,481 99.2%Elected—
Elect Director: Charles Giancarlo 73,873,625---- 47,068,70212,891,481 61%Elected—
Elect Director: Eileen Naughton 105,760,579---- 15,181,74812,891,481 87%Elected—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 131,248,6212,294,077291,110 ---- 98%Approved—
3. Advisory Vote on Named Executive Officer Compensation 112,626,0498,067,102249,176 --12,891,481 93%Approved—
4. Approval of the Amendment and Restatement of the Zscaler, Inc 67,828,17452,848,701265,452 --12,891,481 56%Approved—

Source: ZSCALER INC., Form 8-K, filed with the SEC on January 15, 2025 — read the filing on EDGAR.

How asset managers voted at the ZSCALER INC. 2024-2025 meeting

Each item below shows how the 608 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.

1. Elect Director: Charles Giancarlo

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

61% Majority: yes · of votes cast

FOR 61%WITHHELD
FOR: 73,873,625WITHHELD: 47,068,702
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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: Charles Giancarlo

ZSCALER INC.’s own tally for this item (“Elect Director: Charles Giancarlo”): 73,873,625 for, 47,068,702 withheld, per its Form 8-K filed January 15, 2025 (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: Elected, in the filing’s own words: “The following nominees were elected to serve as the Class I directors, to hold office until the Company's 2027 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal based on the following voting results:”
Support: 61% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 6,392,195 for, 15,984,026 withheld, 3,252,244 abstained.

FORWITHHOLD
FOR: 6,392,195ABSTAIN: 3,252,244WITHHOLD: 15,984,026
Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders or until their s” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard00 09,467,374Withhold
Fidelity2,385,4000 0107,394For
American Century2,243,8640 06,798For
BlackRock00 2,165,4920Abstain
First Trust00 02,071,251Withhold
Virtus00 0617,037Withhold
Advisors' Inner Circle Fund II585,5750 00For
T. Rowe Price463,1980 00For
Global X00 0449,336Withhold
Charles Schwab00 0375,855Withhold
Bridge Builder Trust222,0000 147,2780Mixed
TIAA00 0363,255Withhold
Amplify ETF Trust00 343,8740Abstain
Goldman Sachs00 0318,743Withhold
Artisan00 0256,693Withhold
Jackson National42,7000 156,1560Mixed
Lincoln Financial179,2480 7,7253,306Mixed
Neuberger Berman00 0161,201Withhold
ProShares00 0150,284Withhold
AIG/SunAmerica00 0139,399Withhold
TOUCHSTONE STRATEGIC TRUST00 131,1160Abstain
Victory Capital00 0110,868Withhold
Dimensional00 0104,315Withhold
CARILLON SERIES TRUST00 103,7130Abstain
MFS00 099,293Withhold

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

2. Elect Director: Eileen Naughton

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 105,760,579WITHHELD: 15,181,748
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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: Eileen Naughton

ZSCALER INC.’s own tally for this item (“Elect Director: Eileen Naughton”): 105,760,579 for, 15,181,748 withheld, per its Form 8-K filed January 15, 2025 (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: Elected, in the filing’s own words: “The following nominees were elected to serve as the Class I directors, to hold office until the Company's 2027 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal based on the following voting results:”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 13,799,497 for, 11,447,605 withheld, 381,363 abstained.

FORWITHHOLD
FOR: 13,799,497ABSTAIN: 381,363WITHHOLD: 11,447,605
Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders or until their s” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard00 09,467,374Withhold
Fidelity2,492,7940 00For
American Century2,250,6620 00For
BlackRock2,165,4920 00For
First Trust2,071,2510 00For
Virtus16,5220 0600,515Withhold
Advisors' Inner Circle Fund II585,5750 00For
T. Rowe Price463,1980 00For
Global X00 0449,336Withhold
Charles Schwab00 0375,855Withhold
Bridge Builder Trust369,2780 00For
TIAA363,2550 00For
Amplify ETF Trust00 343,8740Abstain
Goldman Sachs318,7430 00For
Artisan256,6930 00For
Jackson National197,5720 1,2840For
Lincoln Financial188,1800 02,099For
Neuberger Berman00 0161,201Withhold
ProShares150,2840 00For
AIG/SunAmerica139,3990 00For
TOUCHSTONE STRATEGIC TRUST131,1160 00For
Victory Capital110,8680 00For
Dimensional00 0104,315Withhold
CARILLON SERIES TRUST103,7130 00For
MFS99,2930 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

3. Elect Director: Karen Blasing

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 119,977,902WITHHELD: 964,425
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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: Karen Blasing

ZSCALER INC.’s own tally for this item (“Elect Director: Karen Blasing”): 119,977,902 for, 964,425 withheld, per its Form 8-K filed January 15, 2025 (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: Elected, in the filing’s own words: “The following nominees were elected to serve as the Class I directors, to hold office until the Company's 2027 annual meeting of stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal based on the following voting results:”
Support: 99.2% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 25,470,835 for, 136,060 withheld, 21,570 abstained.

FOR
FOR: 25,470,835ABSTAIN: 21,570WITHHOLD: 136,060
Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders or until their s” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,467,3740 00For
Fidelity2,492,7940 00For
American Century2,250,6620 00For
BlackRock2,165,4920 00For
First Trust2,071,2510 00For
Virtus617,0370 00For
Advisors' Inner Circle Fund II585,5750 00For
T. Rowe Price463,1980 00For
Global X449,3360 00For
Charles Schwab375,8550 00For
Bridge Builder Trust369,2780 00For
TIAA363,2550 00For
Amplify ETF Trust343,8740 00For
Goldman Sachs318,7430 00For
Artisan256,6930 00For
Jackson National197,5720 1,2840For
Lincoln Financial188,1800 02,099For
Neuberger Berman161,2010 00For
ProShares150,2840 00For
AIG/SunAmerica139,3990 00For
TOUCHSTONE STRATEGIC TRUST131,1160 00For
Victory Capital110,8680 00For
Dimensional00 0104,315Withhold
CARILLON SERIES TRUST103,7130 00For
MFS99,2930 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

4. 4. Approval of the Amendment and Restatement of the Zscaler, Inc

Official resultOTHERReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

56% Approved · of votes cast

FOR 56%AGAINST
FOR: 67,828,174AGAINST: 52,848,701
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: To approve an amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan.

ZSCALER INC.’s own tally for this item (“4. Approval of the Amendment and Restatement of the Zscaler, Inc”): 67,828,174 for, 52,848,701 against — passed, per its Form 8-K filed January 15, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders of the Company approved the amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan to eliminate its original 10-year term based on the following voting results:”
Support: 56% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 2,472,111 for, 23,102,203 against, 2,998 abstained.

AGAINST
FOR: 2,472,111AGAINST: 23,102,203ABSTAIN: 2,998
Largest asset managers voting on “To approve an amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan.” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard09,467,374 00Against
Fidelity02,492,794 00Against
American Century2,243,8646,798 00For
BlackRock02,165,492 00Against
First Trust02,071,251 00Against
Virtus0617,037 00Against
Advisors' Inner Circle Fund II0585,575 00Against
T. Rowe Price0463,198 00Against
Global X0449,336 00Against
Charles Schwab0375,855 00Against
Bridge Builder Trust0369,278 00Against
TIAA0363,255 00Against
Amplify ETF Trust0343,874 00Against
Goldman Sachs0318,743 00Against
Artisan0256,693 00Against
Jackson National0198,856 00Against
Lincoln Financial115,19875,081 00Mixed
Neuberger Berman0161,201 00Against
ProShares0150,284 00Against
AIG/SunAmerica0139,399 00Against
TOUCHSTONE STRATEGIC TRUST0131,116 00Against
Victory Capital0110,868 00Against
Dimensional0104,315 00Against
CARILLON SERIES TRUST0103,713 00Against
MFS099,293 00Against

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

5. 3. Advisory Vote on Named Executive Officer Compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 15 wordings of this item as funds reported it.

93% Approved · of votes cast

FOR 93%
FOR: 112,626,049AGAINST: 8,067,102
Details: description as filed, official tally, votes by 600 asset managers

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”): 112,626,049 for, 8,067,102 against — passed, per its Form 8-K filed January 15, 2025 (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: 93% 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).

Fund voting reports: 114 asset managers voting on “TO APPROVE ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,382,61884,756 00For
Fidelity2,492,7940 00For
American Century2,250,6620 00For
BlackRock2,165,4920 00For
First Trust2,071,2510 00For
Virtus16,522600,515 00Against
Advisors' Inner Circle Fund II585,5750 00For
T. Rowe Price463,1980 00For
Global X0449,336 00Against
Charles Schwab0375,855 00Against
Bridge Builder Trust369,2780 00For
TIAA363,2550 00For
Amplify ETF Trust343,8740 00For
Goldman Sachs318,7430 00For
Artisan256,6930 00For
Jackson National52,877145,979 00Mixed
Lincoln Financial188,1802,099 00For
Neuberger Berman0161,201 00Against
ProShares150,2840 00For
AIG/SunAmerica139,3990 00For
TOUCHSTONE STRATEGIC TRUST131,1160 00For
Victory Capital110,8680 00For
Dimensional0104,315 00Against
CARILLON SERIES TRUST103,7130 00For
MFS99,2930 00For

Fund voting reports, all 114 managers: 23,268,251 for, 2,319,921 against, 2,998 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 516 asset managers voting on “TO APPROVE ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
American Century2,789,9480 00For
BlackRock2,678,859234 00For
UBS1,989,9863,924 00For
Goldman Sachs1,875,2590 00For
State Street1,700,6020 00For
GEODE CAPITAL MANAGEMENT, LLC1,617,7570 00For
PICTET ASSET MANAGEMENT SA1,564,1510 00For
Fidelity1,497,1110 00For
Voya1,335,5140 00For
T. Rowe Price962,6320 00For
VIKING GLOBAL INVESTORS LP885,2310 00For
Artisan678,3400 00For
Charles Schwab0460,955 00Against
Northern Trust459,6970 00For
Nuveen381,7620 00For
Vanguard360,8240 00For
Legal & General Investment Management Ltd0357,775 00Against
DnB Asset Management AS341,8300 00For
Invesco0332,310 00Against
NOMURA ASSET MANAGEMENT CO LTD316,1220 00For
Neuberger Berman0306,886 00Against
Champlain Investment Partners, LLC295,4500 00For
Franklin Templeton289,7670 00For
FIDUCIARY TRUST CO INTERNATIONAL287,3200 00For
AQR285,2860 00For

Institutional-manager reports, all 516 managers: 28,304,206 for, 4,491,965 against, 7,520 abstained, 31,149 not voted. Showing the 25 largest; see all in the interactive database.

6. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 131,248,621AGAINST: 2,294,077
Details: description as filed, official tally, votes by 117 asset managers

Description as filed by funds: To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending July 31, 2025.

ZSCALER INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 131,248,621 for, 2,294,077 against — passed, per its Form 8-K filed January 15, 2025 (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, 2025 was ratified based on the following voting results:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 117 asset managers below reported 25,223,887 for, 380,769 against, 2,998 abstained.

FOR
FOR: 25,223,887AGAINST: 380,769ABSTAIN: 2,998
Largest asset managers voting on “To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for” at ZSCALER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,467,3740 00For
Fidelity2,492,7940 00For
American Century2,250,6620 00For
BlackRock2,165,4920 00For
First Trust2,071,2510 00For
Virtus617,0370 00For
Advisors' Inner Circle Fund II585,5750 00For
T. Rowe Price463,1980 00For
Global X449,3360 00For
Charles Schwab375,8550 00For
Bridge Builder Trust367,7611,517 00For
TIAA363,2550 00For
Amplify ETF Trust0343,874 00Against
Goldman Sachs318,7430 00For
Artisan256,6930 00For
Jackson National198,8560 00For
Lincoln Financial190,2790 00For
Neuberger Berman161,2010 00For
ProShares150,2840 00For
AIG/SunAmerica139,3990 00For
TOUCHSTONE STRATEGIC TRUST131,1160 00For
Victory Capital110,8680 00For
Dimensional104,3150 00For
CARILLON SERIES TRUST103,7130 00For
MFS99,2930 00For

Showing the 25 largest of 117 asset managers. See all 117 in the interactive database.

Largest ZSCALER INC. shareholders voting in 2024-2025

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 153,415,000 shares outstanding at the time of that meeting.

Fund voting reports: top ZSCALER INC. shareholders by shares voted on “TO APPROVE ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 6.17%
2Fidelity 1.62%
3American Century 1.47%
4BlackRock 1.41%
5First Trust 1.35%
6Virtus 0.40%
7Advisors' Inner Circle Fund II 0.38%
8T. Rowe Price 0.30%
9Global X 0.29%
10Charles Schwab 0.24%
Institutional-manager reports: top ZSCALER INC. shareholders by shares voted on “TO APPROVE ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.”, 2024-2025
#Asset manager % of shares outstanding
1American Century 1.82%
2BlackRock 1.75%
3UBS 1.30%
4Goldman Sachs 1.22%
5State Street 1.11%
6GEODE CAPITAL MANAGEMENT, LLC 1.05%
7PICTET ASSET MANAGEMENT SA 1.02%
8Fidelity 0.98%
9Voya 0.87%
10T. Rowe Price 0.63%

Reported ZSCALER INC. holdings and ownership

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.

ZSCALER INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Ajay Mangal, as trustee 18.96% DEF14A
Jay Chaudhry 17.51% DEF14A
Vanguard Group 6.45% 13F
BlackRock 4.47% 13F
Goldman Sachs 1.99% 13F
Citadel Advisors 1.52% 13F
State Street 1.39% 13F
FMR (Fidelity) 1.21% 13F
Geode Capital 1.15% 13F
Wellington Management 0.81% 13F

Percentages above are of 153,415,000 shares outstanding, as reported by ZSCALER INC. on its Form 10-Q dated October 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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, 2024. 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 10, 2025, in the 2024-2025 proxy season, 608 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 3,422 separate fund positions. 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 93% 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 15, 2025.

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

Download data (CSV): ballot items · votes by manager · column guide.