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Compiled from SEC Form N-PX filings and Zscaler, Inc.’s Form 8-K, filed January 15, 2026 (Item 5.07 on EDGAR). Page generated October 25, 2026.
Meeting of January 12, 2026: 6 items on Zscaler, Inc.’s Form 8-K, filed January 15, 2026: 3 elected · 3 approved.
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 15, 2026 (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: Andrew Brown | 117,498,429 | -- | -- | 13,245,344 | 10,889,277 | 90% | Elected | — |
| Elect Director: Scott Darling | 95,048,836 | -- | -- | 35,694,937 | 10,889,277 | 73% | Elected | — |
| Elect Director: David Schneider | 106,925,494 | -- | -- | 23,818,279 | 10,889,277 | 82% | Elected | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 139,804,688 | 1,394,486 | 433,876 | -- | -- | 99.0% | Approved | — |
| 3. Advisory Vote on Named Executive Officer Compensation | 121,495,313 | 8,828,704 | 419,756 | -- | 10,889,277 | 93% | Approved | — |
| 5. Stockholder Proposal to Declassify the Board | 67,004,992 | 63,181,797 | 556,984 | -- | 10,889,277 | 51.5% | Approved | — |
Source: Zscaler, Inc., Form 8-K, filed with the SEC on January 15, 2026 — read the filing on EDGAR.
Each item below shows how the 733 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.
90% Majority: yes · of votes cast
Description as filed by funds: To elect three Class II directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal: Andrew Brown
Zscaler, Inc.’s own tally for this item (“Elect Director: Andrew Brown”): 117,498,429 for, 13,245,344 withheld, per its Form 8-K filed January 15, 2026 (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 II directors, to hold office until the Company's 2028 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: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 142 asset managers below reported 32,928,157 for, 425,525 withheld, 3,040,987 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 10,399,695 | 0 | 0 | 0 | For |
| Fidelity | 5,099,450 | 0 | 0 | 125,053 | For |
| Invesco | 4,521,994 | 0 | 0 | 0 | For |
| BlackRock | 0 | 0 | 2,468,657 | 0 | Abstain |
| T. Rowe Price | 2,143,471 | 0 | 0 | 0 | For |
| First Trust | 2,017,966 | 0 | 0 | 0 | For |
| American Century | 1,837,041 | 0 | 0 | 0 | For |
| Federated Hermes | 854,651 | 0 | 0 | 0 | For |
| Global X | 511,481 | 0 | 0 | 0 | For |
| Charles Schwab | 460,104 | 0 | 0 | 0 | For |
| TIAA | 418,404 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 0 | 350,322 | 0 | Abstain |
| Jackson National | 315,043 | 0 | 1,284 | 0 | For |
| AQR | 237,468 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 180,733 | 0 | 25,610 | 0 | Mixed |
| ProShares | 203,313 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 202,375 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 192,528 | 0 | 0 | 0 | For |
| Neuberger Berman | 188,345 | 0 | 0 | 0 | For |
| NICHOLAS FUND, INC. | 184,180 | 0 | 0 | 0 | For |
| Goldman Sachs | 172,893 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 165,650 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 155,616 | 0 | 0 | 0 | For |
| MassMutual | 148,844 | 0 | 0 | 0 | For |
| Lincoln Financial | 140,871 | 0 | 0 | 3,289 | For |
Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.
Combines 8 wordings of this item as funds reported it.
82% Majority: yes · of votes cast
Description as filed by funds: To elect three Class II directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal: David Schneider
Zscaler, Inc.’s own tally for this item (“Elect Director: David Schneider”): 106,925,494 for, 23,818,279 withheld, per its Form 8-K filed January 15, 2026 (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 II directors, to hold office until the Company's 2028 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: 82% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 142 asset managers below reported 28,797,168 for, 7,070,005 withheld, 527,371 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 10,399,695 | 0 | 0 | 0 | For |
| Fidelity | 5,224,503 | 0 | 0 | 0 | For |
| Invesco | 4,521,994 | 0 | 0 | 0 | For |
| BlackRock | 2,468,657 | 0 | 0 | 0 | For |
| T. Rowe Price | 999,771 | 0 | 0 | 1,143,700 | Mixed |
| First Trust | 0 | 0 | 0 | 2,017,966 | Withhold |
| American Century | 1,837,041 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 0 | 854,651 | Withhold |
| Global X | 511,481 | 0 | 0 | 0 | For |
| Charles Schwab | 460,104 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 0 | 418,404 | Withhold |
| Amplify ETF Trust | 350,322 | 0 | 0 | 0 | For |
| Jackson National | 14,500 | 0 | 301,827 | 0 | Abstain |
| AQR | 0 | 0 | 0 | 237,468 | Withhold |
| Bridge Builder Trust | 206,343 | 0 | 0 | 0 | For |
| ProShares | 0 | 0 | 0 | 203,313 | Withhold |
| Pacer Funds Trust | 202,375 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 0 | 0 | 192,528 | 0 | Abstain |
| Neuberger Berman | 0 | 0 | 0 | 188,345 | Withhold |
| NICHOLAS FUND, INC. | 0 | 0 | 0 | 184,180 | Withhold |
| Goldman Sachs | 172,893 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 165,650 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 155,616 | Withhold |
| MassMutual | 43,344 | 0 | 0 | 105,500 | Mixed |
| Lincoln Financial | 142,061 | 0 | 0 | 2,099 | For |
Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.
Combines 9 wordings of this item as funds reported it.
73% Majority: yes · of votes cast
Description as filed by funds: To elect three Class II directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to their earlier death, resignation or removal: Scott Darling
Zscaler, Inc.’s own tally for this item (“Elect Director: Scott Darling”): 95,048,836 for, 35,694,937 withheld, per its Form 8-K filed January 15, 2026 (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 II directors, to hold office until the Company's 2028 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: 73% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 142 asset managers below reported 23,310,948 for, 12,447,494 withheld, 636,227 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 10,399,695 | 0 | 0 | 0 | For |
| Fidelity | 5,224,503 | 0 | 0 | 0 | For |
| Invesco | 0 | 0 | 0 | 4,521,994 | Withhold |
| BlackRock | 2,468,657 | 0 | 0 | 0 | For |
| T. Rowe Price | 999,771 | 0 | 0 | 1,143,700 | Mixed |
| First Trust | 0 | 0 | 0 | 2,017,966 | Withhold |
| American Century | 1,837,041 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 0 | 0 | 854,651 | Withhold |
| Global X | 0 | 0 | 0 | 511,481 | Withhold |
| Charles Schwab | 460,104 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 0 | 418,404 | Withhold |
| Amplify ETF Trust | 350,322 | 0 | 0 | 0 | For |
| Jackson National | 14,500 | 0 | 301,827 | 0 | Abstain |
| AQR | 0 | 0 | 0 | 237,468 | Withhold |
| Bridge Builder Trust | 117,127 | 0 | 89,216 | 0 | Mixed |
| ProShares | 0 | 0 | 0 | 203,313 | Withhold |
| Pacer Funds Trust | 202,375 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 0 | 0 | 192,528 | 0 | Abstain |
| Neuberger Berman | 0 | 0 | 0 | 188,345 | Withhold |
| NICHOLAS FUND, INC. | 0 | 0 | 0 | 184,180 | Withhold |
| Goldman Sachs | 172,893 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 165,650 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 155,616 | Withhold |
| MassMutual | 0 | 0 | 0 | 148,844 | Withhold |
| Lincoln Financial | 140,871 | 0 | 0 | 3,289 | For |
Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.
Combines 21 wordings of this item as funds reported it.
93% 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”): 121,495,313 for, 8,828,704 against — passed, per its Form 8-K filed January 15, 2026 (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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 10,399,695 | 0 | 0 | 0 | For |
| Fidelity | 5,224,503 | 0 | 0 | 0 | For |
| Invesco | 4,521,994 | 0 | 0 | 0 | For |
| BlackRock | 2,468,657 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,143,471 | 0 | 0 | 0 | For |
| First Trust | 2,017,966 | 0 | 0 | 0 | For |
| American Century | 1,837,041 | 0 | 0 | 0 | For |
| Federated Hermes | 854,651 | 0 | 0 | 0 | For |
| Global X | 0 | 511,481 | 0 | 0 | Against |
| Charles Schwab | 460,104 | 0 | 0 | 0 | For |
| TIAA | 418,404 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 350,322 | 0 | 0 | Against |
| Jackson National | 315,043 | 1,284 | 0 | 0 | For |
| AQR | 237,468 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 204,826 | 1,517 | 0 | 0 | For |
| ProShares | 203,313 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 0 | 202,375 | 0 | 0 | Against |
| CARILLON SERIES TRUST | 192,528 | 0 | 0 | 0 | For |
| Neuberger Berman | 0 | 188,345 | 0 | 0 | Against |
| NICHOLAS FUND, INC. | 184,180 | 0 | 0 | 0 | For |
| Goldman Sachs | 172,893 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 165,650 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 155,616 | 0 | 0 | 0 | For |
| MassMutual | 105,500 | 43,344 | 0 | 0 | Mixed |
| Lincoln Financial | 142,061 | 2,099 | 0 | 0 | For |
Fund voting reports, all 140 managers: 34,534,502 for, 1,773,497 against, 69,960 abstained, 1 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Invesco | 4,894,801 | 0 | 0 | 0 | For |
| Fidelity | 4,394,172 | 0 | 0 | 0 | For |
| T. Rowe Price | 4,244,303 | 0 | 0 | 0 | For |
| BlackRock | 4,058,031 | 2,265 | 0 | 0 | For |
| American Century | 2,313,563 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,985,825 | 0 | 0 | 0 | For |
| State Street | 1,870,911 | 43 | 2,501 | 0 | For |
| AQR | 1,512,954 | 0 | 0 | 0 | For |
| UBS | 0 | 1,383,104 | 0 | 0 | Against |
| Goldman Sachs | 1,240,675 | 0 | 0 | 0 | For |
| Federated Hermes | 1,233,584 | 5,419 | 0 | 0 | For |
| PICTET ASSET MANAGEMENT SA | 928,745 | 0 | 0 | 0 | For |
| Vanguard | 869,546 | 0 | 0 | 0 | For |
| Janus Henderson | 741,676 | 0 | 0 | 0 | For |
| Voya | 706,203 | 0 | 0 | 0 | For |
| Amundi | 0 | 633,554 | 0 | 0 | Against |
| Northern Trust | 555,618 | 0 | 0 | 0 | For |
| Charles Schwab | 552,631 | 0 | 0 | 0 | For |
| Nuveen | 519,386 | 0 | 0 | 0 | For |
| TIGER GLOBAL MANAGEMENT LLC | 509,902 | 0 | 0 | 0 | For |
| Artisan | 416,334 | 0 | 0 | 0 | For |
| SEB Asset Management AB | 413,751 | 0 | 0 | 0 | For |
| Legal & General Investment Management Ltd | 385,072 | 1,252 | 297 | 0 | For |
| CANADA PENSION PLAN INVESTMENT BOARD | 365,853 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 351,284 | 0 | 0 | 0 | For |
Institutional-manager reports, all 625 managers: 43,057,090 for, 5,911,834 against, 15,017 abstained, 31,008 not voted, 57,366 1 year, 665 unknown. Showing the 25 largest; see all in the interactive database.
Combines 6 wordings of this item as funds reported it.
100% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: TO APPROVE ON A NON-BINDING, ADVISORY BASIS, THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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). 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 |
|---|---|---|---|---|---|
| Vanguard | 0 | 0 | 0 | 0 | -- |
| Fidelity | 0 | 0 | 0 | 0 | -- |
| Invesco | 0 | 0 | 0 | 0 | -- |
| BlackRock | 0 | 0 | 0 | 0 | -- |
| T. Rowe Price | 0 | 0 | 0 | 0 | -- |
| First Trust | 0 | 0 | 0 | 0 | -- |
| American Century | 0 | 0 | 0 | 0 | -- |
| Federated Hermes | 0 | 0 | 0 | 0 | -- |
| Global X | 0 | 0 | 0 | 0 | -- |
| Charles Schwab | 0 | 0 | 0 | 0 | -- |
| TIAA | 0 | 0 | 0 | 0 | -- |
| Amplify ETF Trust | 0 | 0 | 0 | 0 | -- |
| Jackson National | 0 | 0 | 0 | 0 | -- |
| AQR | 0 | 0 | 0 | 0 | -- |
| Bridge Builder Trust | 0 | 0 | 0 | 0 | -- |
| ProShares | 0 | 0 | 0 | 0 | -- |
| Pacer Funds Trust | 0 | 0 | 0 | 0 | -- |
| CARILLON SERIES TRUST | 0 | 0 | 0 | 0 | -- |
| Neuberger Berman | 0 | 0 | 0 | 0 | -- |
| NICHOLAS FUND, INC. | 0 | 0 | 0 | 0 | -- |
| Goldman Sachs | 0 | 0 | 0 | 0 | -- |
| Advisors' Inner Circle Fund II | 0 | 0 | 0 | 0 | -- |
| AIG/SunAmerica | 0 | 0 | 0 | 0 | -- |
| MassMutual | 0 | 0 | 0 | 0 | -- |
| Pacific Life | 0 | 0 | 0 | 0 | -- |
Fund voting reports, all 138 managers: 99,940 for, 70,193 abstained, 1 not voted, 35,969,735 1 year, 108,868 3 year. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Invesco | 0 | 0 | 0 | 0 | -- |
| Fidelity | 0 | 0 | 0 | 0 | -- |
| T. Rowe Price | 0 | 0 | 0 | 0 | -- |
| BlackRock | 0 | 0 | 0 | 0 | -- |
| American Century | 0 | 0 | 0 | 0 | -- |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 0 | 0 | 0 | -- |
| State Street | 0 | 0 | 0 | 0 | -- |
| AQR | 0 | 0 | 0 | 0 | -- |
| UBS | 0 | 0 | 0 | 0 | -- |
| Goldman Sachs | 0 | 0 | 0 | 0 | -- |
| Federated Hermes | 0 | 0 | 0 | 0 | -- |
| PICTET ASSET MANAGEMENT SA | 0 | 0 | 0 | 0 | -- |
| Vanguard | 0 | 0 | 0 | 0 | -- |
| Janus Henderson | 0 | 0 | 0 | 0 | -- |
| Voya | 0 | 0 | 0 | 0 | -- |
| Amundi | 0 | 0 | 0 | 0 | -- |
| Northern Trust | 0 | 0 | 0 | 0 | -- |
| Charles Schwab | 0 | 0 | 0 | 0 | -- |
| Nuveen | 0 | 0 | 0 | 0 | -- |
| TIGER GLOBAL MANAGEMENT LLC | 0 | 0 | 0 | 0 | -- |
| Artisan | 0 | 0 | 0 | 0 | -- |
| SEB Asset Management AB | 0 | 0 | 0 | 0 | -- |
| Legal & General Investment Management Ltd | 0 | 0 | 0 | 0 | -- |
| CANADA PENSION PLAN INVESTMENT BOARD | 0 | 0 | 0 | 0 | -- |
| MELLON INVESTMENTS Corp | 0 | 0 | 0 | 0 | -- |
Institutional-manager reports, all 580 managers: 69,944 for, 16,055 abstained, 31,008 not voted, 47,642,000 1 year, 637,297 3 year, 4,813 2 year, 539 unknown. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.0% 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 ending July 31, 2026.
Zscaler, Inc.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 139,804,688 for, 1,394,486 against — passed, per its Form 8-K filed January 15, 2026 (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, 2026 was ratified based on the following voting results:”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 144 asset managers below reported 36,187,088 for, 4,861 against, 67,082 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 10,399,695 | 0 | 0 | 0 | For |
| Fidelity | 5,224,503 | 0 | 0 | 0 | For |
| Invesco | 4,521,994 | 0 | 0 | 0 | For |
| BlackRock | 2,468,657 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,143,471 | 0 | 0 | 0 | For |
| First Trust | 2,017,966 | 0 | 0 | 0 | For |
| American Century | 1,837,041 | 0 | 0 | 0 | For |
| Federated Hermes | 854,651 | 0 | 0 | 0 | For |
| Global X | 511,481 | 0 | 0 | 0 | For |
| Charles Schwab | 460,104 | 0 | 0 | 0 | For |
| TIAA | 418,404 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 350,322 | 0 | 0 | 0 | For |
| Jackson National | 316,327 | 0 | 0 | 0 | For |
| AQR | 237,468 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 206,343 | 0 | 0 | 0 | For |
| ProShares | 203,313 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 202,375 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 192,528 | 0 | 0 | 0 | For |
| Neuberger Berman | 188,345 | 0 | 0 | 0 | For |
| NICHOLAS FUND, INC. | 184,180 | 0 | 0 | 0 | For |
| Goldman Sachs | 172,893 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 165,650 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 155,616 | 0 | 0 | 0 | For |
| MassMutual | 148,844 | 0 | 0 | 0 | For |
| Pacific Life | 123,442 | 0 | 0 | 0 | For |
Showing the 25 largest of 144 asset managers. See all 144 in the interactive database.
Combines 4 wordings of this item as funds reported it.
51.5% Approved · of votes cast
Description as filed by funds: To vote on a non-binding stockholder proposal requesting the declassification of our board of directors.
Zscaler, Inc.’s own tally for this item (“5. Stockholder Proposal to Declassify the Board”): 67,004,992 for, 63,181,797 against — passed, per its Form 8-K filed January 15, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders of the Company approved a non-binding stockholder proposal requesting the declassification of the Board, based on the following voting results :”
Support: 51.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Zscaler, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Declassify the Board of Directors” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
The 142 asset managers below reported 33,984,258 for, 2,204,546 against, 67,082 abstained, 339 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 10,399,695 | 0 | 0 | 0 | For |
| Fidelity | 5,224,503 | 0 | 0 | 0 | For |
| Invesco | 4,521,994 | 0 | 0 | 0 | For |
| BlackRock | 2,468,657 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,143,471 | 0 | 0 | 0 | For |
| First Trust | 2,017,966 | 0 | 0 | 0 | For |
| American Century | 0 | 1,837,041 | 0 | 0 | Against |
| Federated Hermes | 854,651 | 0 | 0 | 0 | For |
| Global X | 511,481 | 0 | 0 | 0 | For |
| Charles Schwab | 460,104 | 0 | 0 | 0 | For |
| TIAA | 418,404 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 350,322 | 0 | 0 | 0 | For |
| Jackson National | 301,827 | 14,500 | 0 | 0 | For |
| AQR | 237,468 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 116,343 | 90,000 | 0 | 0 | Mixed |
| ProShares | 203,313 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 202,375 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 192,528 | 0 | 0 | 0 | For |
| Neuberger Berman | 188,345 | 0 | 0 | 0 | For |
| NICHOLAS FUND, INC. | 184,180 | 0 | 0 | 0 | For |
| Goldman Sachs | 172,893 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 0 | 165,650 | 0 | 0 | Against |
| AIG/SunAmerica | 155,616 | 0 | 0 | 0 | For |
| MassMutual | 148,844 | 0 | 0 | 0 | For |
| Pacific Life | 123,442 | 0 | 0 | 0 | For |
Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.
Not shown here: this season’s fund filings also report 1 item from the meeting of January 10, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.
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 159,471,208 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 6.52% |
| 2 | Fidelity | 3.28% |
| 3 | Invesco | 2.84% |
| 4 | BlackRock | 1.55% |
| 5 | T. Rowe Price | 1.34% |
| 6 | First Trust | 1.27% |
| 7 | American Century | 1.15% |
| 8 | Federated Hermes | 0.54% |
| 9 | Global X | 0.32% |
| 10 | Charles Schwab | 0.29% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Invesco | 3.07% |
| 2 | Fidelity | 2.76% |
| 3 | T. Rowe Price | 2.66% |
| 4 | BlackRock | 2.55% |
| 5 | American Century | 1.45% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.25% |
| 7 | State Street | 1.17% |
| 8 | AQR | 0.95% |
| 9 | UBS | 0.87% |
| 10 | Goldman Sachs | 0.78% |
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 | 18.24% | DEF14A |
| Jay Chaudhry | 16.84% | DEF14A |
| Vanguard Group | 7.16% | 13F |
| BlackRock | 5.37% | 13F |
| Goldman Sachs | 1.97% | 13F |
| State Street | 1.50% | 13F |
| FMR (Fidelity) | 1.37% | 13F |
| Geode Capital | 1.31% | 13F |
| Citadel Advisors | 1.27% | 13F |
| T. Rowe Price | 1.10% | 13F |
Percentages above are of 159,471,208 shares outstanding, as reported by Zscaler, Inc. on its Form 10-Q dated November 19, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 November 19, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.
At Zscaler, Inc.'s shareholder meeting held January 12, 2026, in the 2025-2026 proxy season, 733 asset managers reported how they voted in their SEC Form N-PX filings, covering 6,010 separate fund positions. Their filings are grouped here into 7 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 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, 2026.
Zscaler, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.