Zoom Communications, Inc.
For the period ended Apr 30, 2026. Filed Apr 30, 2026.
View on SEC.govAbout 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
Contents
Cover page
Show cover page
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:
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;
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027;
To solicit an advisory vote to approve the compensation of our named executive officers; and
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 VOTING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| Nominees for Director | 8 |
| Continuing Directors | 9 |
| Director Independence | 10 |
| Board Leadership Structure | 11 |
| Lead Independent Director | 11 |
| Board and Stockholder Meetings and Committees | 11 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Considerations in Evaluating Director Nominees | 14 |
| Stockholder Recommendations for Nominations to the Board of Directors | 15 |
| Communications with the Board of Directors | 15 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 15 |
| Risk Management | 16 |
| Insider Trading Policy | 17 |
| Prohibition on Hedging, Short Sales and Pledging | 17 |
| Environmental, Social, and Governance | 17 |
| Non-Employee Director Compensation | 17 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 21 |
| Nominees | 21 |
| Vote Required | 21 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| Principal Accountant Fees and Services | 22 |
| Auditor Independence | 22 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 23 |
| Vote Required | 23 |
| PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 24 |
| Vote Required | 24 |
| REPORT OF THE AUDIT COMMITTEE | 25 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| Compensation Discussion and Analysis | 27 |
| Executive Summary | 27 |
| Advisory Vote on Executive Compensation | 29 |
| Compensation Objectives and Philosophy | 30 |
| Elements of Executive Compensation | 31 |
| How We Determine Executive Compensation | 32 |
| Factors Used in Determining Executive Compensation | 34 |
| Fiscal 2026 Executive Compensation Program | 34 |
| Other Features of Our Executive Compensation Program | 39 |
| Tax and Accounting Implications | 41 |
| Other Compensation Policies and Practices | 42 |
i.
| Compensation Risk Assessment | 42 |
|---|---|
| Compensation Committee Report | 42 |
| Summary Compensation Table for Fiscal Year 2026 | 43 |
| Grants of Plan-Based Awards | 44 |
| Outstanding Equity Awards at 2026 Fiscal Year-End | 45 |
| Option Exercises and Stock Vested | 45 |
| Employment, Severance and Change in Control Agreements | 46 |
| Potential Payments upon Termination or Change of Control | 46 |
| Pay Ratio | 47 |
| Item 402(v) Pay Versus Performance | 48 |
| EQUITY COMPENSATION PLAN INFORMATION | 53 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 54 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 57 |
| Policies and Procedures for Related Party Transactions | 57 |
| Certain Related Person Transactions | 57 |
| Indemnification | 57 |
| OTHER MATTERS | 59 |
| Appendix A | 61 |
ii.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.