Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2022, the Board of Directors of Zscaler, Inc. (the "Company")
approved the following changes to its executive officer titles, effective
January 10, 2022: (i) Jay Chaudhry's title changed from "President and Chief
Executive Officer" to "Chief Executive Officer"; (ii) Amit Sinha, Ph.D., was
promoted from "President of Research and Development, Operations and Customer
Service, and Chief Technology Officer" to "President"; and (iii) Dali Rajic was
promoted from "President Go-To-Market and Chief Revenue Officer" to "Chief
Operating Officer." Mr. Chaudhry continues to be the Company's principal
executive officer for purposes of the Company's public company disclosure
requirements.
In connection with the foregoing, no new material plan, contract, arrangement or
amendment between the Company and any of Mr. Chaudhry, Dr. Sinha or Mr. Rajic
have been entered into, and the respective employment agreements or offer
letters between the Company and each of Mr. Chaudhry, Dr. Sinha and Mr. Rajic
remain in effect. The employment agreement, dated August 23, 2017, between the
Company and Mr. Chaudhry is filed as Exhibit 10.7 to the Company's annual report
on Form 10-K filed with the Securities and Exchange Commission on September 16,
2021 (the "2021 Form 10-K"). The offer letter, dated October 18, 2010, between
the Company and Dr. Sinha is filed as Exhibit 10.11 to the 2021 Form 10-K. The
offer letter, dated September 6, 2019, between the Company and Mr. Rajic is
filed as Exhibit 10.10 to the 2021 Form 10-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 5, 2022, the Company held its annual meeting of stockholders. The
matters voted upon at the meeting and the final vote with respect to each such
matter, as certified by the Inspector of Election for the annual meeting, are
set forth below:
(1) Election of Directors. Each of the following nominees was elected to serve
as a Class I director, to hold office until the Company's 2024 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:
Nominees            For            Withheld     Broker Non-Votes
Karen Blasing       101,147,318    11,874,895   10,674,336
Charles Giancarlo   75,597,783     37,424,430   10,674,336
Eileen Naughton     112,681,984    340,229      10,674,336

(2) Ratification of Appointment of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2022 was ratified based on the following voting results: For

            Against     Abstain

123,361,313 113,527 221,709

(3) Advisory Vote on Named Executive Officer Compensation. 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: For

            Against      Abstain     Broker Non-Votes
87,292,927     25,412,797   316,489     10,674,336

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