Zscaler (ZS) AGM 2026 summary

Opening remarks and agenda

• Meeting called to order by the chairperson, with introductions of directors and officers present.

• Representatives from the independent auditor, outside counsel, and inspector of elections were introduced.

Shareholder proposals

• A stockholder proposal was presented to declassify the board and elect all directors annually, citing accountability and governance best practices.

• The proposal highlighted concerns about board independence, diversity, and entrenchment provisions.

• Arguments included industry trends, investor expectations, and the need for stronger oversight.

• The board recommended voting against the proposal, but it was put to a vote.

Corporate governance

• The board currently operates with staggered three-year terms for directors.

• Shareholders lack rights to call special meetings, remove directors by majority, or proxy access.

• The board recommended annual advisory votes on executive compensation.