Good day, everyone, and welcome to the Zscaler, Inc. annual meeting. At this time, I'd like to turn the floor over to Jay Chaudhry. Sir, please go ahead.
Good afternoon. I'm Jay Chaudhry, founder, CEO, and chairman of the board of directors of Zscaler, Inc., and it's a pleasure to welcome you to Zscaler's annual meeting of stockholders. The meeting is now called to order. I will act as the chairperson of this meeting. I'll ask Robert Schlossman, our Chief Legal Officer and Secretary, to record the minutes of this meeting. Before proceeding further, let me first introduce the other directors and officers of the company. Our current directors, other than myself, are: James Beer, Karen Blasing, Andrew Brown, Scott Darling, Charles Giancarlo, Raj Judge, Eileen Naughton, and David Schneider. The officers here with us today are: Kevin Rubin, our Chief Financial Officer, Robert Schlossman, our Chief Legal Officer and Secretary, and Tim Watkins, our senior vice president of investor relations and strategic finance.
And also with us are: Steve McCann, representing PricewaterhouseCoopers LLP, Doug Schnell and Liana Whalen, representing Wilson Sonsini Goodrich & Rosati, our outside corporate counsel, and Kathy Wieden, as a representative of Broadridge Financial Solutions, our inspector of elections. I will now turn the meeting over to Robert Schlossman, who will conduct the formal portion of the meeting.
Thank you, Jay. I have proof by affidavit that the notice of internet availability of proxy materials was mailed on or about November 21st, 2025, to all stockholders of record at the close of business on November 14th, 2025, which is the record date for this meeting. The affidavit, together with copies of the notice of internet availability of the proxy materials, proxy statement, and proxy, will be filed with the records of the meeting. We have appointed Kathy Wieden, the representative of Broadridge Financial Solutions, to act as inspector of election for this meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting. The inspector of election has advised me that we have present at the meeting sufficient voting power of the company to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed.
In order to allow stockholders attending the meeting sufficient time to vote at the meeting, we are opening the polls now. You can vote your shares by clicking on the appropriate link on the virtual meeting website. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. By voting at this meeting, you will revoke your prior proxy. We will provide another reminder to vote your shares before we close the polls. It is now 1:04 P.M. Pacific Time on January 12th, 2026, and the polls are now open. We have also opened the online portal for anyone to ask questions during the course of the meeting. Questions are to be restricted to the procedures for the meeting and the proposals under consideration.
If you have such a question, please enter it into the online portal, and we will do our best to answer it. Any other questions will not be addressed during the meeting. If you have a question unrelated to the meeting, you can send questions to our investor relations team through the company's investor relations page on our website, and if appropriate, a member of the Zscaler Management team will arrange a mutually convenient time to discuss the matter. A copy of the rules of the conduct for this meeting is accessible by clicking on the appropriate link on the meeting website. We appreciate you observing the meeting procedures. We will now proceed with the formal business of the meeting. The first item of business is the election of three Class 2 directors.
Andrew Brown, Scott Darling, and David Schneider have been nominated by the company's board of directors to serve as Class 2 directors. Each of Mr. Brown, Mr. Darling, and Mr. Schneider is currently serving as a director of the company. The board of directors recommends the stockholders vote in favor of these nominees. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending July 31st, 2026. The board of directors recommends that stockholders vote in favor of this proposal. Steve McCann is present from PricewaterhouseCoopers and is available to answer any appropriate questions. The third item of business is to approve, on an advisory basis, the compensation of our named executive officers. The board of directors recommends that stockholders vote in favor of this proposal.
The fourth item of business is to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers. The board of directors recommends a vote to hold future stockholder advisory votes on the compensation of our named executive officers every one year. The fifth item of business is to consider a stockholder proposal. This proposal has been submitted by James McRitchie. Mr. McRitchie submitted a prerecorded presentation of his proposal, which we will play now.
Good afternoon. I'm James McRitchie of CorpGov.net, and I'm here to urge you to vote for proposal number five to elect all Zscaler directors annually. This proposal is about one thing: accountability. Zscaler currently has a classified board where directors serve staggered three-year terms. That means shareholders can only vote on a portion of the board each year, limiting our ability to hold them collectively accountable, even in the face of underperformance or governance concerns. That structure is outdated. Over 90% of S&P 500 companies have declassified their boards, including many of our peers. Even BlackRock and Vanguard, our two largest investors, clearly state that directors should be elected annually to discourage entrenchment and allow shareholders sufficient opportunity to exercise their oversight. Declassification is a governance best practice, and it works.
Studies from Harvard and Equilar have shown that staggered boards reduce accountability, suppress responsiveness, and are negatively correlated with long-term company performance. Let's look at Zscaler specifically. One director has served for 17 years and remains both CEO and chairman, a dual role that already raises governance red flags. According to Free Float Analytics, the CEO chair's influence is estimated at 74%, raising legitimate concerns about board independence and power concentration. While their characterization of this as a dictatorship may be hyperbolic, shareholders deserve a structure that promotes genuine checks and balances. Only two of nine directors are women, a level that trails both industry benchmarks and index expectations. Improved governance should go hand in hand with improved diversity. One director recently received only 61% support, well below peer averages, yet remains on the board.
Shareholders cannot call special meetings, cannot act by majority vote to remove directors, face a supermajority barrier to amend critical bylaws, and have no right to proxy access. Directors can remain in office even if they only receive a single vote. These entrenchment provisions reinforce each other. Declassifying the board is the first step to rebalancing power between the board and shareholders. Now, let's address Zscaler's opposition. They claim a classified board ensures continuity and helps fend off short-term pressures. But Zscaler's director refresh rate is already slow, and staggered terms delay fresh perspectives. Good directors don't need a staggered structure to win reelection, and poor ones shouldn't have the luxury of serving three years without shareholder review. The board claims that many peers also maintain classified boards. Even if true, leadership means meeting and exceeding governance norms, not just matching the lowest common denominator.
Shareholder proposals to declassify boards received an average of 74% support across 24 companies in recent years, a clear signal of investor support for change. Let's be clear: this proposal doesn't mandate a hasty overhaul. It allows the board to phase in the transition, ensuring stability while improving governance. Zscaler is a growth company in a competitive market. Strategic agility, accountability, and governance maturity matter more than ever. Annual elections won't destabilize the company. They'll align it with investor expectations and market norms. In closing, let's modernize Zscaler's governance, not just because it's best practice, but because it's essential for long-term value creation. Vote for proposal number five for annual elections, stronger oversight, a more accountable board, and for increased shareholder value. Thank you.
This proposal was placed before this meeting. For reasons described in our proxy statement, our board of directors unanimously recommends that stockholders vote against this proposal. The polls are open for stockholders to vote on these proposals. You can vote your shares by clicking on the appropriate link on the virtual meeting website. At this time, we have not received any relevant stockholder questions. If you have not voted and intend to vote, please do so now. You must submit your vote in order for it to be counted as the polls will close momentarily. The inspector of election will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. We will now pause to allow any final votes to be submitted. It is now 1:12 P.M. on January 12th, 2026, and the polls are now closed.
Based on the preliminary report provided by the inspector of election, stockholders have elected Andrew Brown, Scott Darling, and David Schneider to serve as Class 2 directors, ratified the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm, approved the compensation of the company's named executive officers, expressed a preference for one year as the frequency for future stockholder advisory votes on the compensation of our named executive officers, and approved the stockholder proposal. The final results will be reported in a Form 8-K to be filed with the Securities and Exchange Commission. With the formal business of the meeting now complete, I turn the meeting back over to Jay Chaudhry, Zscaler's chief executive officer and chairman of the board of directors.
Thanks, Robert. I want to thank all of you for attending today's annual meeting. We very much appreciate your attendance, and as always, we thank you for your continued support of Zscaler. The meeting is now adjourned.
Goodbye.
Ladies and gentlemen, that does conclude today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.