Zoom (ZM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders can vote online, by phone, mail, or during the meeting; both Class A and Class B shares vote as a single class, with Class B shares having 10 votes per share.

• The board recommends voting for all proposals, including the election of Eric S. Yuan and H.R. McMaster as Class I directors, ratification of KPMG LLP as auditor, and approval of executive compensation.

• Forward-looking statements address market position, growth strategy, and risks, with caution regarding uncertainties and external factors.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026, and nominate directors per bylaw procedures.

• The board recommends voting for all proposals; a majority is required for auditor ratification and executive compensation approval.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent; directors are divided into three staggered classes.

• Eric S. Yuan serves as CEO and Chairman; Dan Scheinman is Lead Independent Director.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity Risk Management, each with defined responsibilities and independent members.

• Board and committee meetings were well attended, and governance guidelines and a code of ethics are in place.