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Zoom Communications, Inc.

For the period ended Apr 30, 2026. Filed Apr 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Apr 30, 2026

ZM$89.88+1.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee
(Check all boxes that apply):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11.

ZOOM COMMUNICATIONS, INC.

55 ALMADEN BLVD., 6 TH FLOOR

SAN JOSE, CALIFORNIA 95113

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 10:00 A.M. PACIFIC TIME ON THURSDAY, JUNE 11, 2026

Dear Stockholders of Zoom Communications, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Zoom Communications, Inc., a Delaware corporation, which will be held as a virtual meeting on Thursday, June 11, 2026 at 10:00 a.m. Pacific Time. You can attend the Annual Meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/ZM2026 where you will be able to view the meeting live, submit questions (before and during the meeting) and vote online.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

  1. To elect the two nominees for Class I directors named in the accompanying proxy statement to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

  2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027;

  3. To solicit an advisory vote to approve the compensation of our named executive officers; and

  4. To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 13, 2026 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record on April 13, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 30, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the Annual Meeting.

We appreciate your continued support of Zoom.

By order of the Board of Directors,

/s/ Eric S. Yuan

Eric S. Yuan

President, Chief Executive Officer and Chairman of the Board

San Jose, California

April 30, 2026

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE8
Nominees for Director8
Continuing Directors9
Director Independence10
Board Leadership Structure11
Lead Independent Director11
Board and Stockholder Meetings and Committees11
Compensation Committee Interlocks and Insider Participation14
Considerations in Evaluating Director Nominees14
Stockholder Recommendations for Nominations to the Board of Directors15
Communications with the Board of Directors15
Corporate Governance Guidelines and Code of Business Conduct and Ethics15
Risk Management16
Insider Trading Policy17
Prohibition on Hedging, Short Sales and Pledging17
Environmental, Social, and Governance17
Non-Employee Director Compensation17
PROPOSAL NO. 1 ELECTION OF DIRECTORS21
Nominees21
Vote Required21
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22
Principal Accountant Fees and Services22
Auditor Independence22
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm23
Vote Required23
PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION24
Vote Required24
REPORT OF THE AUDIT COMMITTEE25
EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION27
Compensation Discussion and Analysis27
Executive Summary27
Advisory Vote on Executive Compensation29
Compensation Objectives and Philosophy30
Elements of Executive Compensation31
How We Determine Executive Compensation32
Factors Used in Determining Executive Compensation34
Fiscal 2026 Executive Compensation Program34
Other Features of Our Executive Compensation Program39
Tax and Accounting Implications41
Other Compensation Policies and Practices42

i.

Compensation Risk Assessment42
Compensation Committee Report42
Summary Compensation Table for Fiscal Year 202643
Grants of Plan-Based Awards44
Outstanding Equity Awards at 2026 Fiscal Year-End45
Option Exercises and Stock Vested45
Employment, Severance and Change in Control Agreements46
Potential Payments upon Termination or Change of Control46
Pay Ratio47
Item 402(v) Pay Versus Performance48
EQUITY COMPENSATION PLAN INFORMATION53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT54
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS57
Policies and Procedures for Related Party Transactions57
Certain Related Person Transactions57
Indemnification57
OTHER MATTERS59
Appendix A61

ii.

ContentsView on SEC.gov

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