Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Director



On and effective as of September 1, 2021, the Board of Directors (the "Board")
of Zscaler, Inc. (the "Company") approved the expansion of the size of the Board
from seven to eight and appointed Eileen Naughton as a Class I director of the
Company, with a term expiring at the Company's annual meeting of stockholders
for fiscal year 2021. Ms. Naughton was not appointed to any committees of the
Board.

There is no arrangement or understanding between Ms. Naughton and any other
persons pursuant to which Ms. Naughton was selected as a director. Other than
the indemnification agreement described in the following paragraph, Ms. Naughton
does not have any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Naughton will receive the standard compensation and equity awards provided
to the Company's non-employee directors and committee members for their service
pursuant to the Company's Outside Director Compensation Policy. In addition,
Ms. Naughton will enter into the Company's standard form of director
indemnification agreement, which was filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 filed with the SEC on February 16, 2018.

A copy of the Company's press release announcing Ms. Naughton's appointment is attached hereto as Exhibit 99.1.



The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such a
filing.

(e) Fiscal Year 2022 Cash Compensation



On September 1, 2021, the Compensation Committee of the Board approved terms of
cash compensation for the Company's fiscal year ending July 31, 2022 ("Fiscal
22") for the Company's named executive officers identified below in the amounts
reflected below:
                       Name and Title                              Base Salary            Target Bonus
Remo Canessa, Chief Financial Officer                                $400,000               $300,000
Amit Sinha, President of R&D, Operations and Customer                $400,000               $300,000
Service, CTO
Dali Rajic, President Go-to-Market and CRO                           $415,000               $415,000
Robert Schlossman, Chief Legal Officer and Secretary                 $325,000               $225,000

All changes were effective August 1, 2021, the first day of Fiscal 22.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

  Exhibit
    No.         Description

99.1              Press Release dated September 7, 2021.

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