zuo-20240516

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


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☒						Definitive Proxy Statement

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☐						Soliciting Material under §240.14a-12

ZUORA, INC.

(Name of Registrant as Specified In Its Charter)

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

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Zuora, Inc.

101 Redwood Shores Parkway

Redwood City, California 94065

Notice of 2024 Annual Meeting of Stockholders

May 16, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (Annual Meeting) of Zuora, Inc., to be held virtually at www.virtualshareholdermeeting.com/ZUO2024 on Thursday, June 27, 2024, at 9:30 a.m. Pacific Time. Instructions for attending the Annual Meeting are more fully described in the accompanying proxy statement.

We will hold the Annual Meeting for the following purposes, which are more fully described in the Proxy Statement for our Annual Meeting (Proxy Statement):


Proposals		Board Vote Recommendation
1.	To elect Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors until our 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal.	"FOR" each director nominee

2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025.	"FOR"

3.	To approve, on a non-binding advisory basis, the compensation paid by us to our Named Executive Officers as disclosed in this Proxy Statement.	"FOR"

4.	To approve the amendment and restatement of Zuora’s Restated Certificate of Incorporation to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by Delaware law.	"FOR"

5.	To approve the issuance of the maximum number of shares of our Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 under the related indenture and (ii) exercise of warrants to acquire up to 7,500,000 shares of our Class A common stock.	"FOR"

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.

All of our stockholders of record at the close of business on May 7, 2024, are entitled to attend and vote at the Annual Meeting. Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible via the internet or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

On or about May 16, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access the Proxy Statement and our 2024 Annual Report on Form 10-K. The Notice provides instructions on how to vote online and by telephone, and how to receive a paper copy of the proxy materials by mail.

Thank you for your ongoing support and continued interest in Zuora.


			Very truly yours,

			Andrew M. Cohen
			Chief Legal Officer and Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting:

The Proxy Statement and our 2024 Annual Report on Form 10-K are available at: www.proxyvote.com.

Proxy Statement for 2024 Annual Meeting of Stockholders

TABLE OF CONTENTS


			Page
PROXY STATEMENT SUMMARY			1
GENERAL INFORMATION ABOUT THE MEETING			3
CORPORATE GOVERNANCE			7
NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS			14
PROPOSAL NO. 1: ELECTION OF DIRECTORS			17
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
REPORT OF THE AUDIT COMMITTEE			25
PROPOSAL NO. 3: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			26
PROP OSAL NO. 4: AMENDMENT AND RESTATEMENT OF ZUORA'S CURRENT CHARTER			27
PROPOSAL NO. 5: S TOCK ISSUANCE PROPOSAL			29
EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION			33
COMPENSATION DISCUSSION AND ANALYSIS			33
REPORT OF THE COMPENSATION COMMITTEE			52
COMPENSATION TABLES			53
CEO PAY RATIO DISCLOSURE			58
PAY VERSUS PERFORMANCE DISCLOSURE			58
EQUITY COMPENSATION PLAN INFORMATION			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			66
ADDITIONAL INFORMATION			67
OTHER MATTERS			69
ANNEX A			70
A NNEX B			71

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement, including the Compensation Discussion and Analysis section, contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), that are based on current and future expectations, forecasts, assumptions, plans and prospects available to us as of the date hereof. Words such as "believes," "may," "will," "determine," "potential," "possible," "continues," "anticipates," "intends," "expects," "could," "would," "projects," "plans," "seek," and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown inherent risks, uncertainties and other factors which may cause the actual results to be materially different than those expressed or implied in such statements. Certain of these risks, uncertainties, and other factors are included in documents we file with the Securities and Exchange Commission, which are available at http://www.sec.gov, including but not limited to, our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, as well as subsequent reports we file from time to time with the SEC. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements included in this Proxy Statement are made only as of the date hereof. Zuora cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, we expressly disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

This Proxy Statement includes several website addresses and references to additional materials found on those websites, information contained on or available through those websites are not incorporated by reference in or made part of this Proxy Statement and any references to those websites are intended to be inactive textual references only.

Proxy Statement for 2024 Annual Meeting of Stockholders

PROXY STATEMENT SUMMARY

The following is a summary of certain key information in our Proxy Statement for our 2024 Annual Meeting of Stockholders (Proxy Statement). This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review the full Proxy Statement as well as our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the U.S. Securities and Exchange Commission (SEC) on March 26, 2024 (Annual Report). In this Proxy Statement, we refer to Zuora, Inc., as "Zuora", "the Company", "we", "our" or "us", and we refer to our fiscal year ended January 31, 2024, as "fiscal 2024" or "FY24".

Annual Meeting Information

Time and Date

Thursday, June 27, 2024, at 9:30 a.m. Pacific Time

Virtual Meeting

Live webcast at www.virtualshareholdermeeting.com/ZUO2024. Instructions for attending the 2024 Annual Meeting of Stockholders (Annual Meeting) are more fully described in the accompanying Proxy Statement.

Items of Business


Proposals		Board Vote Recommendation
1.	To elect Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors until our 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal.	"FOR" each director nominee

2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025.	"FOR"

3.	To approve, on a non-binding advisory basis, the compensation paid by us to our Named Executive Officers as disclosed in this Proxy Statement.	"FOR"

4.	To approve the amendment and restatement of Zuora’s Restated Certificate of Incorporation to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by Delaware law.	"FOR"

5.	To approve the issuance of the maximum number of shares of our Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 under the related indenture and (ii) exercise of warrants to acquire up to 7,500,000 shares of our Class A common stock.	"FOR"

Record Date

Only stockholders of Zuora's Class A common stock or Class B common stock at the close of business on May 7, 2024 (the Record Date), are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. Each share of Zuora's Class A common stock represents one vote and each share of Zuora's Class B common stock represents ten votes.

Voting

Your vote is important. We encourage you to read the accompanying Proxy Statement carefully and to vote your shares as soon as possible, whether or not you plan to attend the Annual Meeting. Voting instructions are contained on the proxy card or voting instruction form that you received with this Proxy Statement. We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our Annual Meeting and saves significant postage and processing costs.

Fiscal 2024 Business Highlights

Our business highlights for fiscal 2024 include the following:

•Subscription revenue grew 13% year-over-year, or 15% on a constant currency basis.

•Our Annual Recurring Revenue (ARR) was $403.1 million compared to $365.0 million as of January 31, 2023, representing ARR growth of 10%.*

•We improved our total gross margin by over 460 basis points to 66% for the year, compared to 61% last year.

•We processed $139.9 billion of billing transactions and payments volume, an increase of 10% year-over-year. We also processed $212.8 billion of revenue volume, an increase of 12% year-over-year.

•We issued $150.0 million of convertible senior unsecured notes to Silver Lake (as defined below) in September 2023 and held more than $500.0 million in cash, cash equivalents and short-term investments as of January 31, 2024.

•In January 2024, we approved a reduction of our workforce by 8% net that is designed to drive efficiency and optimization throughout the organization.

* Annual Recurring Revenue (ARR) is a key operational and financial metric. Please refer to Annex A of this Proxy Statement to see how we calculate ARR.

Board of Directors Snapshot

Our Board of Directors (Board or Board of Directors) is divided into three classes with staggered three-year terms. The following table and graphs provide summary information about our director nominees and continuing directors as of May 1, 2024.

Director Nominees and Continuing Directors; Committee Membership as of May 1, 2024

Term Exp(1)

Committee Membership(2)

Name

Age

Director Since

Class

Audit

Compensation

Nominating & Corporate Governance

Director Nominees:

Kenneth A. Goldman

Feb 2016

III

2024

Chair

Joseph Osnoss

Mar 2022

III

2024

Tien Tzuo

Chairman of the Board and CEO

Nov 2007

III

2024

Continuing Directors:

Omar P. Abbosh

Jul 2020

2026

Chair

Sarah R. Bond

Jul 2020

2026

Jason Pressman

Lead Independent Director

Sep 2008

2026

Member

Laura Clayton McDonnell

Jan 2022

2025

Member

Amy Guggenheim Shenkan

Jan 2022

2025

Member

Timothy Haley

Oct 2010

2025

Chair

Member

John D. Harkey, Jr.

Apr 2024

2025

Member

____________________

(1) Each director's respective three-year term expires at the annual meeting of stockholders to be held during the year indicated. If our director nominees are re-elected at our Annual Meeting, their respective terms will expire at our 2027 annual meeting of stockholders.

(2) If our director nominees are re-elected at our Annual Meeting, the committee composition immediately following the Annual Meeting will be unchanged.

Board Attributes

GENERAL INFORMATION ABOUT THE MEETING

Information About Solicitation and Voting

This Proxy Statement is solicited on behalf of the Board of Directors of Zuora for use at our Annual Meeting, and any adjournment or postponement thereof, to be held virtually at www.virtualshareholdermeeting.com/ZUO2024 on Thursday, June 27, 2024, at 9:30 a.m. Pacific Time.

This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares with respect to the proposals described herein.

The Notice of Internet Availability of Proxy Materials (Notice), this Proxy Statement, and the accompanying form of proxy were first distributed and made available on the internet to stockholders on or about May 16, 2024. The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Internet Availability of Proxy Materials

In accordance with rules of the SEC, we are using the internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the internet. The Notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

Our Proxy Statement and our Annual Report can be accessed directly at www.proxyvote.com.

Attending and Participating in Our Annual Meeting

•Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/ZUO2024.

•The meeting will begin promptly at 9:30 a.m. Pacific Time. Online check-in will begin at 9:15 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

•Stockholders will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/ZUO2024. You will need your control number to vote electronically during the Annual Meeting, ask questions and view a list of registered stockholders as of the Record Date (as defined above). If you do not have a 16-digit control number, visit www.virtualshareholdermeeting.com/ZUO2024 and register as a guest. If you join as a guest, you will not be able to vote your shares or ask questions during the Annual Meeting.

•Stockholders of record and beneficial owners (who have obtained a legal proxy) as of the Record Date may vote their shares electronically during the Annual Meeting.

•If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/ZUO2024, type your question into the “Ask a Question” field, and click “Submit.” If your question is properly submitted during the relevant portion of the meeting, we will respond to your

question during the live webcast, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. Only questions pertaining to the proposals to be acted on at the Annual Meeting will be answered and we reserve the right to exclude questions that are irrelevant to meeting matters or to the business of Zuora, derogatory or in bad taste, related to pending or threatened litigation, personal grievances, or are otherwise inappropriate (as determined by the chair of the Annual Meeting).

•If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened or whether the meeting will need to be reconvened on a later day. In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/ZUO2024. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website.

Record Date; Quorum

Stockholders of record and beneficial owners (who have obtained a legal proxy) of our Class A common stock and Class B common stock at the close of business on May 7, 2024, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 139,748,679 shares of Class A common stock and 8,355,177 shares of Class B common stock outstanding and entitled to vote.

In order to hold the Annual Meeting, there must be a quorum, which means that the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) issued and outstanding and entitled to vote at the meeting, are present in person or represented by proxy as of the Record Date at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you attend and vote your shares at the Annual Meeting or if you have properly submitted a proxy. A quorum, once established at a meeting, will not be broken by the withdrawal of enough votes to leave less than a quorum.

For ten days prior to the Annual Meeting, a list of registered stockholders eligible to vote at the Annual Meeting will be available for examination by our stockholders for any purpose relevant to the meeting at our principal executive offices at 101 Redwood Shores Parkway, Redwood City, California 94065 during ordinary business hours. The list of registered stockholders will also be available to our stockholders during the Annual Meeting through our virtual meeting platform.

Voting Rights; Required Vote

In deciding all matters at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholder of record and (b) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote your shares at the Annual Meeting or prior to the Annual Meeting over the internet, by telephone, or, if you receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you are not the stockholder of record and therefore may not vote your shares at the Annual Meeting unless you request and obtain a legal proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Required Vote:

Each Class III director will be elected by a plurality of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL” nominees, “WITHHOLD ALL” authority to vote for the nominees, or “FOR ALL EXCEPT” the nominee or nominees you specify. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025, requires the affirmative vote of a majority of the voting power of the shares entitled to vote on such matter that are present in person or represented by proxy at the Annual Meeting and are voted “FOR” or “AGAINST,” the matter. You may vote “FOR,” “AGAINST,” or "ABSTAIN" on the proposal. Approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers (NEOs) requires the affirmative vote of

a majority of the voting power of the shares entitled to vote on such matter that are present in person or represented by proxy at the Annual Meeting and are voted “FOR” or “AGAINST,” the matter. You may vote “FOR,” “AGAINST,” or "ABSTAIN" on the proposal. Approval of the amendment and restatement of Zuora’s Restated Certificate of Incorporation as currently in effect (the Current Charter) to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by the General Corporation Law of the State of Delaware (DGCL), requires the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of Zuora. Approval of the issuance of the maximum number of shares of Class A common stock upon (i) conversion of the Notes under the Indenture (as defined below) and (ii) exercise of the Warrants requires the affirmative vote of a majority of the voting power of the shares entitled to vote on such matter that are present in person or represented by proxy at the Annual Meeting and are voted “FOR” or “AGAINST,” the matter. You may vote “FOR,” “AGAINST,” or "ABSTAIN" on the proposal. For each proposal, except with respect to the election of directors, abstentions (shares present at the Annual Meeting and marked “abstain”) are counted for purposes of determining whether a quorum is present and entitled to vote on the matter and will have no effect on a proposal. A "WITHHOLD ALL" vote with respect to the election of directors will have the same effect as an abstention.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025, is considered a routine matter. The other proposals presented at the Annual Meeting are non-routine matters. Broker non-votes are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon, except with respect to the approval to amend and restate the Current Charter, in which case broker non-votes will have the same effect as votes "AGAINST". Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

Board of Directors' Voting Recommendations

Our Board of Directors recommends that you vote “FOR ALL” Class III director nominees named in this Proxy Statement (Proposal No. 1), “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 (Proposal No. 2), “FOR” the approval, on a non-binding advisory basis, of the compensation of our NEOs, as disclosed in this Proxy Statement (Proposal No. 3), "FOR" the approval of the amendment and restatement of Zuora’s Current Charter to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by the DGCL (Proposal No. 4), and "FOR" the approval of the issuance of the maximum number of shares of Class A common stock upon (i) conversion of the Notes under the Indenture and (ii) exercise of the Warrants (Proposal No. 5).

None of our directors or executive officers has any substantial interest in any matter to be acted upon, other than our directors with respect to Proposal No. 1 (director nominee elections), our executive officers with respect to Proposal No. 3 (advisory vote on the compensation to our NEOs), our executive officers with respect to Proposal No. 4 (vote to approve the amendment and restatement of Zuora's Current Charter, to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by the DGCL), and Joseph Osnoss, one of our directors, and Managing Director of Silver Lake with respect to Proposal No. 5 (issuance of the maximum number of shares of Class A common stock upon (i) conversion of the Notes under the Indenture and (ii) exercise of the Warrants).

Voting Instructions; Voting of Proxies

If you are a stockholder of record or a beneficial owner with a legal proxy, you may:

•vote at the Annual Meeting—in order to do so, you will need to visit www.virtualshareholdermeeting.com/ZUO2024 while the polls are open (you will need the virtual control number included on your Notice or proxy card);

•vote via the internet—in order to do so, please follow the instructions shown on your proxy card for submitting your proxy over the internet;

•vote by telephone—in order to do so, please use the telephone number on your proxy card; or

•vote by mail—if you receive a paper proxy card and voting instructions by mail, you should complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your completed, signed and dated proxy card must be received prior to the Annual Meeting.

Unless you plan to vote at the Annual Meeting, your vote must be received by 11:59 p.m. Eastern Time on Wednesday, June 26, 2024, in order for it to be included in the ballots cast for the proposals presented in this Proxy

Statement. For stockholders of record, submitting your proxy over the internet or, if you receive a paper proxy card, by mail will not affect your right to vote during the Annual Meeting, should you properly register and decide to attend the Annual Meeting.

If you are a beneficial owner, i.e., not the stockholder of record, please refer to the voting instructions provided by your nominee on how to direct your nominee to vote your shares. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Five proposals will be presented at the Annual Meeting.

•For Proposal No. 1, you may vote “FOR ALL” nominees to our Board of Directors, “WITHHOLD ALL” authority to vote for the nominees or “FOR ALL EXCEPT” the nominee or nominees you specify.

•For Proposal No. 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting.

•For Proposal No. 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting.

•For Proposal No. 4, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting.

•For Proposal No. 5, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

If you indicate a choice on your proxy card on a particular proposal to be acted upon, the shares will be voted as you indicated. If you are a stockholder of record and you return a signed proxy card but do not indicate how you wish to vote, the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. Our proxy holders are Tien Tzuo and Andrew Cohen. If you do not return the proxy card, your shares will not be voted and will not be deemed present for the purpose of determining whether a quorum exists.

If your shares are registered in more than one name or are registered in different accounts, you will receive a proxy card for each such registered name or account. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card over the internet or by mail. If you received paper proxy materials and you intend to vote by mail, please complete, sign and return each proxy card you received to ensure that all of your shares are voted.

Expenses of Soliciting Proxies

We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. In addition, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote over the internet or by telephone, you are responsible for any internet or phone access charges you may incur.

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

•delivering to our Corporate Secretary by mail a written notice stating that the proxy is revoked;

•signing and delivering a proxy bearing a later date;

•voting again over the internet or by telephone; or

•voting at the Annual Meeting while the polls are open by visiting www.virtualshareholdermeeting.com/ZUO2024 (note that attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of

elections and will be published in a Current Report on Form 8-K, which we expect to file with the SEC within four business days of the Annual Meeting.

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives for the benefit of our stockholders. Our Board of Directors and management regularly review and discuss the Company's corporate governance practices in light of applicable laws, regulations, and business needs, stockholder interests and feedback and make informed decisions about what it believes to be in the best interests of our stockholders. Our commitment to good corporate governance is reflected in the practices of our Board of Directors and its committees, as described below.


Lead Independent Director			Our Board of Directors annually appoints a Lead Independent Director to provide an appropriate balance in our Board structure (in light of our chief executive officer (CEO) serving as Chairman of the Board), enabling robust governance practices and strong leadership while effectively maintaining the Board of Directors’ independence and oversight of management. Our Lead Independent Director encourages direct dialogue between all directors and management.
Director Independence			All of our Board members, other than our CEO, are independent under the NYSE Listed Company Manual, applicable rules and regulations promulgated by the SEC, and Zuora's Corporate Governance Guidelines (Corporate Governance Guidelines).
Committee Independence			Our Audit Committee (Audit Committee), Compensation Committee (Compensation Committee) and Nominating and Corporate Governance Committee (Governance Committee) are each composed of independent directors only.
Risk Oversight			The Board of Directors and its committees regularly oversee business, strategic, operational and financial risks facing Zuora, including cybersecurity risks and mitigation plans.
Executive Sessions			Independent members of our Board of Directors and its committees have the opportunity to meet regularly in executive sessions without management, either before or following meetings of our Board of Directors or its committees, as applicable. Any independent director can request an additional executive session to be scheduled.
Board of Director Attendance			All of our directors attended at least 75% of meetings of the Board of Directors during their term of service and any committees on which they served in fiscal 2024.
Board Diversity			The composition of our Board of Directors encompasses a broad range of skills, expertise, breadth of experience, industry knowledge and gender and ethnic diversity. Currently, 30% of our directors self-identify as women and 30% self-identify as ethnically diverse.
Board Tenure			There are no term limits for directors and the Board does not believe that a fixed retirement age for directors is necessary or appropriate at this time. Our Governance Committee annually makes recommendations to our Board of Directors with respect to the composition of our Board and its committees. Our Board of Directors’ balanced approach to refreshment results in an appropriate mix of newer directors who can bring fresh perspectives and ideas and directors with historical context and background on Zuora. Three directors have joined the Board since January 2022.
Other Public Company Directorships and Commitments			All our directors must ensure their existing and planned commitments to other public companies do not interfere with their service as a member of our Board of Directors. Directors should notify the chairperson of the Board and Zuora’s Chief Legal Officer before accepting an invitation to serve on the board of directors of another public company and no director may serve on more than five public company boards, including our Board. The Chief Executive Officer may not serve on more than two public company boards (including Zuora). The Governance Committee advises the Board on whether any member of the Audit Committee should be permitted to sit upon the audit committees of more than three public companies (including Zuora) and the Board determines if such service impairs the member’s ability to serve on our Board.
Board of Directors Self-Evaluations			Our Board of Directors and each of its committees evaluates, with oversight by the Governance Committee, and discusses its respective performance and effectiveness annually.

Board of Directors Oversight Roles

Our Board of Directors oversees the management of our business and affairs, as provided by the DGCL, and conducts its business through meetings of the Board of Directors and three standing committees: Audit Committee, Compensation Committee, and Governance Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors as it may deem appropriate.

Corporate Governance Guidelines

Our Corporate Governance Guidelines set forth expectations for directors, director independence standards, board committee structure and functions, CEO performance evaluation and succession planning, the role of our Lead Independent Director, and other policies and guidelines relating to the Board of Directors. Our Corporate Governance Guidelines are available on our website at https://investor.zuora.com/Environmental-Social-Governance/governance-documents. Our Governance Committee reviews the Corporate Governance Guidelines periodically and changes are recommended to our Board of Directors as warranted.

Board Leadership Structure

Our Board of Directors believes it is important to have flexibility in selecting the leadership structure for our Chairman and Board. Accordingly, our Corporate Governance Guidelines allow for the positions of Chairman and CEO to be held by the same person. Each year, our Board of Directors evaluates whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders. Our Board has determined that Mr. Tzuo is well qualified to serve in the combined role of Chairman of the Board and CEO. While our independent directors bring experience, oversight, and expertise from outside of Zuora, Mr. Tzuo brings strategic vision to our business as a co-founder with a broad and deep knowledge of our solution, business operations, the software technology industry, and competitive landscape, as well as extensive experience in serving as our CEO. In addition, Mr. Tzuo's service as both our Chairman and CEO enables decisive leadership, ensures clear accountability and enhances the Board's ability to focus on the issues most strategic to Zuora.

Our Corporate Governance Guidelines provide that, when the positions of chairperson and chief executive officer are held by the same person, our Board of Directors will designate a “Lead Independent Director” by a majority vote of the independent directors. Jason Pressman, who has served as our Lead Independent Director since March 1, 2022, was reappointed as our Lead Independent Director upon the recommendation of our Governance Committee. Mr. Pressman was selected as our Lead Independent Director because of his extensive experience with Zuora and his corporate finance and technology expertise gained in the venture capital industry serving on the boards of directors of various technology companies.

Our Board of Directors believes that the responsibilities assigned to Mr. Pressman as our Lead Independent Director helps ensure a dedicated, independent, and active Board of Directors and, moreover, that with Mr. Pressman serving as our Lead Independent Director and Mr. Tzuo serving in the combined role of Chairman and Chief Executive Officer, there is an appropriate balance in our Board structure, enabling strong leadership while effectively maintaining the Board of Directors’ independence and oversight of management. In particular, this structure capitalizes on the expertise and experience of Messrs. Tzuo and Pressman. It permits Mr. Tzuo to serve as a bridge between our Board of Directors and management, helping both to act with a common purpose and providing critical leadership for executing our long-term strategy and confronting challenges, while Mr. Pressman ensures independence of our Board of Directors from management. Independent directors meet regularly in executive session, without management, with such sessions chaired by Mr. Pressman as Lead Independent Director. Mr. Tzuo, as the only management director, does not participate in sessions of independent directors.

The responsibilities of our Lead Independent Director include:

•scheduling and setting the agenda for meetings of the Board in consultation with the Chairman;

•serving as chairperson of Board meetings when the Chairman is not present;

•presiding at executive sessions of independent directors;

•serving as a liaison between the Chairman and the independent directors;

•consulting with the Chairman regarding the information sent to our Board of Directors in connection with its meetings;

•having the authority to call meetings of our Board of Directors and meetings of the independent directors;

•being available under appropriate circumstances for consultation and direct communication with stockholders;

•encouraging dialogue between the independent directors and management; and

•performing such other functions and responsibilities as requested by our Board of Directors from time to time.

Independence of Directors

The Listed Company Manual of the NYSE generally requires that a majority of the members of a listed company’s board of directors and each member of a listed company’s audit, compensation, and nominating/corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member

of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries.

Our Governance Committee conducts an annual review of the independence of our directors with input from management and makes recommendations to our Board of Directors as to independence determinations. In its most recent review, our Board of Directors determined that Omar P. Abbosh, Sarah R. Bond, Laura Clayton McDonnell, Kenneth A. Goldman, Amy Guggenheim Shenkan, Timothy Haley, John D. Harkey, Joseph Osnoss, and Jason Pressman, representing all of our current directors other than our CEO, Tien Tzuo, are “independent directors” as defined under the applicable Listed Company Manual standards of the NYSE and the applicable rules and regulations promulgated by the SEC. Our Board of Directors has also determined that all members of our Audit Committee and Compensation Committee, and Governance Committee are independent and satisfy the relevant SEC and NYSE independence requirements for such committees, as applicable.

Standing Committees of Our Board of Directors

Our Board of Directors has established the following standing committees: Audit Committee, Compensation Committee, and Governance Committee. Each of these committees has a written charter approved by our Board of Directors. Copies of the charters for each standing committee are available on our website at https://investor.zuora.com/Environmental-Social-Governance/governance-documents. The principal responsibilities of each Board committee are summarized below. For a more extensive description of committee functions, please refer to the committee charters.


Audit Committee
Members			Kenneth A. Goldman (Chair), Jason Pressman and Amy Guggenheim Shenkan
Number of fiscal 2024 meetings			Fifteen
Key Responsibilities			•Reviewing and discussing with management and Zuora's independent auditors the Company's quarterly and annual financial results and the related earnings press releases and earnings guidance, including to analysts and, if applicable, rating agencies. •Reviewing the Company's quarterly and annual financial statements. •Selecting a firm to serve as the independent registered public accounting firm to audit our consolidated financial statements. •Ensuring the independence of the independent registered public accounting firm. •Discussing the scope, fees, timing of the audit, and results of the audit with the independent registered public accounting firm and the examination and accompanying management letters, all critical audit matters proposed by the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results. •Overseeing the review of any complaints and submissions received under the Company's ethics policies and determining the appropriate response and remedy, as well as reviewing any allegations of fraud involving management or any employee of the Company with a significant role in the Company's accounting and financial reporting process and systems of internal controls. •Considering the adequacy of our internal controls and internal audit function. •Overseeing our internal audit function, including reviewing and approving our internal audit plan, responsibilities, budget and staffing. •Overseeing cybersecurity and information technology risks, controls and procedures, and mitigation plans. •Reviewing the status of any significant legal matters and any material reports or inquiries received from regulators or government agencies that could reasonably be expected to have a significant impact on the Company's financial statements. •Reviewing the Company's Insider Trading Policy, Related Party Transactions Policy, and recommending changes to the Board of Directors for approval. •Periodically reviewing the Company's Ethics Reporting and Complaint Policy and approving changes as the Audit Committee considers necessary or advisable. •Reviewing and approving or ratifying any material related party transactions or those that require disclosure. •Approving or, as permitted, pre-approving all audit and non-audit services to be performed by our independent registered public accounting firm.
Independence			Each member of our Audit Committee is independent under the NYSE Listed Company Manual and applicable SEC rules and regulations.
Audit Committee financial experts			Our Board of Directors has determined that Messrs. Goldman and Pressman each qualify as an "audit committee financial expert" within the meaning of the regulations of the SEC.


Compensation Committee
Members			Timothy Haley (Chair), Laura Clayton McDonnell, John D. Harkey, Jr., and Jason Pressman
Number of fiscal 2024 meetings			Four
Key Responsibilities			•Reviewing and approving the selection of our peer companies for compensation and assessment purposes. •Reviewing and approving the compensation of our executive officers, other than our CEO whose compensation is approved by our Board of Directors, and providing recommendations to the independent members of the Board of Directors regarding the CEO's compensation. •Evaluating the performance of our CEO in light of our relevant goals and objectives, competitive market data and such other factors as may be relevant. •Reviewing the results of stockholder votes on compensation matters and, to the extent the Compensation Committee determines appropriate, take the results into consideration in connection with the review and approval of executive officer compensation. •Reviewing and recommending to our Board of Directors the compensation of our non-employee directors. •Administering and interpreting our executive bonus program and equity-based compensation plans, including establishing parameters for delegated authority to issue equity awards. •Reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans, and the number of shares reserved for issuance thereunder. •Overseeing the annual risk assessment of our compensation programs as generally applicable to employees to identify and, if necessary, mitigate any potential material risks that may be created by such programs. •Reviewing our overall compensation strategy.
Independence			Each member of our Compensation Committee is independent under the NYSE Listed Company Manual and applicable SEC rules and regulations.


Governance Committee
Members			Omar P. Abbosh (Chair), Amy Guggenheim Shenkan, Timothy Haley, and John D. Harkey, Jr.
Number of fiscal 2024 meetings			Three
Key Responsibilities			•Identifying and recommending candidates for membership on our Board of Directors. •Annually recommending directors to serve on committees of our Board of Directors. •Reviewing and making recommendations to the Board regarding any stockholder proposals that relate to corporate governance matters. •Reviewing and recommending any changes as appropriate to our Corporate Governance Guidelines, Code of Conduct and certain other governance-related policies, as well as reviewing proposed waivers of our Code of Conduct for directors, executive officers, and employees (with waivers for directors or executive officers to be approved by the Board of Directors). •Reviewing CEO succession plans, including in the event of retirement or emergency, and making recommendations to our Board of Directors. •Evaluating and overseeing the process of evaluating the performance of our Board of Directors and each committee annually, as well as annually conducting a self-evaluation of the Governance Committee and its members. •Overseeing our policies and practices relating to corporate social responsibility and environmental sustainability matters. •Assisting our Board of Directors on corporate governance matters.
Independence			Each member of our Governance Committee is independent under the NYSE Listed Company Manual and applicable SEC rules and regulations.

Oversight of Corporate Strategy

Our Board of Directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, and risk management. At its regularly scheduled meetings and throughout the year, our Board of Directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. In addition, we hold an extended Board meeting annually in our third fiscal quarter in which the Board and management meet to focus specifically on our corporate strategy. Our Board of Directors’ diverse skill set and experience enhances its ability to support management in the

execution and evaluation of our corporate strategy. The independent members of our Board also hold regularly scheduled executive sessions at which strategy is discussed.

Our Board of Directors’ Role in Risk Oversight

Our Board of Directors, as a whole, has responsibility for risk oversight, and the standing committees of our Board oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our Board of Directors and its committees is supported by our management reporting processes and our Board encourages management to promote a culture that manages risk in day-to-day operations. Our management reporting processes are designed to provide our Board of Directors and our personnel responsible for risk assessment with visibility into the identification, assessment and management of critical risks and management’s risk mitigation strategies. Management regularly reports on and reviews various strategic and operational risks facing Zuora with the Board, including competitive, economic (including macroeconomic uncertainty, geopolitical tensions, and the impact of inflation, currency exchange rate fluctuations, and high interest rates), operational, financial (including accounting, credit, investment, liquidity and tax), legal (including litigation), regulatory, cybersecurity, privacy, compliance and reputational risks, artificial intelligence and risks related to retention of key employees and management succession plans, among others.

Each committee of our Board of Directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus. In particular, each committee has the respective oversight responsibilities regarding risk management set forth below.


Committee			Primary Areas of Risk Oversight
Audit			•Review our major financial risk exposures and discuss assessment and the management and monitoring of such risks with management and our independent auditor. •Assess risks related to financial reporting and controls. •Evaluate risks related to information technology security, cybersecurity and data security. •Oversee the review of our anonymous and confidential ethics reporting system, which enables and encourages any employee to submit concerns directly to senior management and the Audit Committee. •Assess our risks related to financing and taxes. •Evaluate enterprise risk issues associated with financial reporting, accounting, auditing and tax matters. •Review and approval of related person transactions.
Compensation			•Assess risks related to our compensation programs and practices. •Conduct an annual review of our company-wide compensation arrangements. •Review and provide feedback on employee retention and recruitment strategies. •Oversee risks related to organizational development matters, including human capital management.
Governance			•Assess risks related to our overall corporate governance, including our governance policies and principles. •Review and provide recommendations to the Board regarding the composition and structure of our Board and committees, including annual evaluation of our Board and committees. •Periodic review of CEO succession plans to ensure we are well-positioned to continue to execute on our corporate strategy. •Oversee risks and practices related to environmental, social and governance (ESG) matters, including corporate social responsibility.

In addition to the respective oversight responsibilities regarding risk management for each committee, information technology and data security, particularly cybersecurity, is a critical component of our enterprise management approach and area of focus for our Board of Directors, which views our diligence in these areas as essential for the success of our company. Our management team provides regular information technology and cybersecurity updates to our Audit Committee, including metrics regarding cyber threat response preparedness, program maturity milestones, risk mitigation status, and the current and emerging threat landscape. In addition, the Audit Committee periodically reviews and provides input regarding the level of information security risk insurance coverage we maintain. The full Board of Directors receives regular updates on the activities of the Audit Committee, including with regard to cybersecurity oversight.

Board and Committee Meetings and Attendance

Our Board of Directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During fiscal 2024, our Board of Directors met four times, the Audit Committee met 15 times, the Compensation Committee met four times, and the Governance Committee met three times. During fiscal

2024, each member of our Board of Directors attended at least 75% of all meetings of our Board of Directors and the committees on which the members respectively served.

Executive Sessions

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion, with our Lead Independent Director presiding during these sessions. Mr. Pressman has served as our Lead Independent Director since March 1, 2022.

Board Evaluations

The Board of Directors conducts a robust annual self-evaluation of the Board and its committees. As part of this process, each Board member individually meets with outside counsel to discuss their assessment of the performance of the Board of Directors and its committees, their own performance, and the performance of other Board members. The Chair of our Governance Committee shares feedback received with individual Board members, the Governance Committee, and the full Board of Directors. Our Board reviews and discusses the feedback to continually improve the operation and effectiveness of our Board and committees and to assess and determine the characteristics and critical skills required of prospective candidates for election to the Board.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee during fiscal 2024 were Mr. Haley, Ms. Clayton McDonnell, and Mr. Pressman. None of the members of our Compensation Committee in fiscal 2024 were at any time during fiscal 2024 or at any other time an officer or employee of Zuora or any of our subsidiaries. In addition, during fiscal 2024, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee.

Board Attendance at Annual Stockholders’ Meeting

Our policy is to invite each member of our Board of Directors to attend our annual meetings of stockholders. Pursuant to our Corporate Governance Guidelines, directors are encouraged to attend our annual meetings of stockholders, but they are not required to attend. Seven out of ten members of our Board of Directors who were then serving on the Board of Directors attended the 2023 annual meeting of stockholders.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board as a group, a committee of our Board of Directors, or one or more individual members of our Board (including our Chairman or Lead Independent Director) may do so by sending written communications addressed to: c/o Chief Legal Officer, Zuora, Inc., 101 Redwood Shores Parkway, Redwood City, California 94065. All stockholder communications we receive that are addressed to our Board of Directors will be reviewed and compiled by our Corporate Secretary and provided to the members of our Board of Directors, as appropriate. If the correspondence is not addressed to a particular director, such correspondence will be forwarded, depending on the subject matter, to the Chair of the Audit Committee, Compensation Committee, or Governance Committee. Sales materials, abusive, threatening or otherwise inappropriate materials and items unrelated to the duties and responsibilities of our Board of Directors will not be provided to our directors.

Derivatives Trading, Hedging, and Pledging Policies

Our Insider Trading Policy prohibits our employees, including our executive officers, contractors, consultants, and members of our Board of Directors, and such persons' immediate family members residing with such persons from speculating in our equity securities, including the use of short sales, “sales against the box” or any equivalent transaction involving our equity securities. In addition, they may not engage in any other hedging or monetization transactions involving Zuora securities, such as “cashless” collars, forward sales, equity swaps and other similar or related arrangements, with respect to the securities that they hold. Finally, no employee, including an executive officer, or member of our Board of Directors, may acquire, sell, or trade in any interest or position relating to the future price of our equity securities.

Our Insider Trading Policy also prohibits the pledging of our common stock by our employees, including our executive officers, contractors, consultants, and members of our Board of Directors, unless it can be demonstrated that the pledgee has the financial capacity to repay the loan without resort to the pledged securities, subject to prior approval by our compliance officer.

Corporate Responsibility and Sustainability

We recognize the importance of a thoughtful approach to corporate citizenship and sustainability. Our Governance Committee is responsible for overseeing our corporate social responsibility and environmental sustainability programs.

Zuora's internal environmental, social, and governance (ESG) team is composed of a cross-functional group of leaders within Zuora. This team engages with ESG consultants to help build our strategy and launch programs that best meet the needs of our stakeholders.

Our current corporate responsibility and sustainability programs include:

Diversity and Inclusion; Employee Culture, Well-Being and Engagement. As a global company, we embrace the diversity of our employees, partners, customers, other stakeholders and the communities we collectively serve. We believe our diversity and inclusion efforts are a focus of our stakeholders and their engagement with us, especially those outside of the United States and lead to a positive economic impact. We are committed to developing a diverse and thriving workforce and inclusive ZEO culture. We seek and embrace people who bring diverse backgrounds, perspectives, and experiences and believe this is critical to our success. We continue to build diversity and inclusion into our culture with a focus on creating environments and practices that mitigate bias and allow our employees to be their authentic selves while performing their best work at Zuora.

Our Zuora employee resource groups (ZRGs), which are ZEO-led groups open to all ZEOs that aim to elevate the experiences and interest of underrepresented groups in our workforce, play a key role in this effort. As of January 31, 2024, we had nine ZRGs covering a wide variety of interests.

As part of our inclusion efforts, we also foster multiple ongoing educational opportunities and events for employees to have open and ongoing conversations across teams and with senior leaders on a variety of topics. These are opportunities for continuous learning as well as for Zuora to receive feedback on how we can improve our workplace and culture, while also encouraging a meaningful connection and sense of belonging across our globally-distributed workforce.

As of May 1, 2024, 22% of our executive management team self-identified as women, and 33% self-identified as members of certain other underrepresented groups. As of May 1, 2024, 30% of our Board of Directors self-identified as women and 30% self-identified as members of certain other underrepresented groups.

The overall well-being of our employees is important to us and is an integral part of our company culture. Our global well-being programs include a practice of remote working arrangements, flexible paid time off, life planning benefits, wellness platforms and employee assistance. In addition, we ensure ongoing check-ins with employees by managers to provide additional channels of support and career development. We also regularly seek input from employees, including through broad employee satisfaction surveys on specific issues intended to assess our degree of success in promoting an environment where employees are engaged, satisfied, productive and possess a strong understanding of our business goals.

Community Involvement and Social Impact. Zuora is a member of the Pledge 1% movement and we are committed to leveraging our employees' time and talent to make the communities where we live and work stronger. Our Z-Philanthropy program is powered by passionate employees from around the world who help foster strong relationships between Zuora and our local communities. Z-Philanthropy teams partner with local nonprofits to make a positive social and environmental impact through volunteering and fundraising initiatives. We also have a Matching Gifts program that matches up to $1,000 per employee per year for charitable donations, volunteer time or a combination of the two. In addition, Zuora hosts a Giving Tuesday campaign, which features fundraisers created by employees from around the world for causes that they are passionate about and that are close to their hearts. Every employee receives a $25 credit to donate to one of the fundraisers or to a charitable organization of their choice. We also offer 2:1 matching on all donations employees make with their own funds. In fiscal 2024, our ZEOs donated $224,219 to charitable organizations and collectively volunteered over 3,500 hours of their time.

In addition to our employee giving and volunteering programs, Zuora also donated $500,000 to the Zuora Impact Fund, a donor-advised fund managed by the Tides Foundation. To date, Zuora has donated approximately $5 million of cash and common stock since our initial public offering in 2018. The Tides Foundation uses the proceeds from this equity to make charitable donations to nonprofits helping communities around the world. In fiscal 2024, we disbursed $540,000 from our Impact Fund to organizations focused on sustainability, entrepreneurship, and economic opportunity.

Environmental Sustainability. As a technology software company, we are committed to doing our part to tackle climate change through reducing our carbon footprint. We have measured our carbon footprint for the past three years following guidelines from the GHG Protocol Corporate Accounting and Reporting Standard. We manage energy and emissions, optimize water consumption, and minimize waste. We provide electric vehicle (EV) charging stations at our headquarters in Redwood City, California and all of our facilities use centralized printers and reusable dishware. All of our offices support recycling, and we provide composting bins in kitchen areas at locations where composting is available.

For fiscal 2024, our environmental sustainability achievements include:

•Attained carbon neutrality for the third year in a row by reducing our footprint and purchasing high-quality offsets to mitigate our remaining emissions.

•Reached 100% renewable electricity for our global real estate footprint for the second year in a row by directly sourcing renewable energy, where possible, and purchasing renewable energy credits (RECs).

•Issued our first supplier survey that collected GHG emissions data and reduction goals from our top 245 suppliers, representing 80% of our spend.

•Disclosed environmental data through the Carbon Disclosure Project (CDP) for the second year in a row.

•Supported 10 climate-tech startups using recurring revenue models, including grants of $50,000 to each of ElectricFish and Genvision.

Additional information on our corporate responsibility and sustainability efforts is available on our website at https://investor.zuora.com/Environmental-Social-Governance.

Ethics and Business Conduct. We are committed to ethical business practices and maintain a Global Code of Business Conduct and Ethics (Code of Conduct) that applies to our Board of Directors, officers and employees. As part of our compliance program, our ZEOs and contractors are required to certify that they have read and will comply with our Code of Conduct, affirming their commitment to act with integrity and in compliance with our policies. Our Code of Conduct is available on our website at https://investor.zuora.com/Environmental-Social-Governance/governance-documents. We intend to disclose on our website any future amendments to certain portions of the Code of Conduct or waivers of such provisions granted to executive officers and directors, as permitted under applicable NYSE and SEC rules.

Stockholder Engagement

Zuora is committed to maintaining an active dialogue with our stockholders and broader stakeholder community to understand their viewpoints, hear feedback and be responsive. The stockholder perspectives and feedback that we receive, through direct engagement as well as through voting decisions, provide valuable insight and are discussed with senior management and our Board of Directors for consideration in their decision-making. In fiscal 2024, our management team met with approximately 60% of our top 25 active stockholders and held over 140 meetings with current and prospective stockholders, including at investor meetings, conferences, roadshows and analyst meetings. In addition, we communicate with stockholders and other stakeholders through various methods, including our annual report and SEC filings, proxy statement, news releases and our website. Key themes for our stockholder engagement in fiscal 2024 included financial profile and company strategy, including product, services, partners and go-to-market philosophies, governance, risks, compensation and our ESG program.

Our engagement with our stockholders allows us to obtain feedback on stockholders' perception and understanding of our business, market and industry.

NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

Nomination to the Board of Directors

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of the Governance Committee in accordance with the Governance Committee’s charter, our Current Charter and amended and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our Board of Directors regarding director candidate qualifications as described under the section titled "Director Qualifications". In recommending candidates for nomination, the Governance Committee will consider candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. In addition, the Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. Mr. Harkey was identified and recommended by a stockholder and appointed in connection with a cooperation agreement.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Additional Information — Stockholder Proposals to Be Presented at Next Annual Meeting.”

Director Qualifications

With the goal of developing and maintaining a diverse, experienced and highly qualified Board of Directors, the Governance Committee regularly assesses the appropriate size, composition and needs of our Board as well as the desired qualifications, expertise and characteristics for membership on our Board and each of the Board committees. Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board of Directors from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet applicable SEC and NYSE Listed Company Manual requirements.

When considering nominees, the Governance Committee takes into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, judgment, financial and other expertise, breadth of experience, knowledge about our business or industry, willingness and ability to devote adequate time and effort to responsibilities of our Board of Directors. Through the nomination process, the Governance Committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our Board of Directors’ overall effectiveness. The Governance Committee will also seek appropriate input from our CEO from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members.

Our Board of Directors is made up of highly skilled individuals from the technology and business sectors. The matrix below summarizes our Board members' key skills as a group, and the biographical description of each director set forth in Proposal No. 1 includes a summary of the individual experience, qualifications, attributes and skills of each of our directors that support the Board's decision that each director should serve as a member of our Board of Directors at this time. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in such area.

Director Skills and Experience

Senior Leadership

Public Company Board

Software and Technology Industry

Sales and Marketing

Company Growth and Scale

Finance and Accounting

Risk Management and Compliance

International Business

O. Abbosh

♦

S. Bond

♦

L. Clayton McDonnell

♦

K. Goldman

♦

A. Guggenheim Shenkan

♦

T. Haley

♦

J. Harkey

♦

J. Osnoss

♦

J. Pressman

♦

T. Tzuo

♦

Arrangements or Understandings Regarding Service as a Director

Investment Agreement

Pursuant to the terms of an investment agreement (Investment Agreement) among Zuora and certain affiliates of Silver Lake Group, L.L.C. (Silver Lake) entered into in March 2022, Silver Lake became entitled to designate one individual to our Board of Directors as long as Silver Lake or its affiliates beneficially own shares of our Class A common stock (assuming conversion of the notes and exercise of the warrants) representing at least four percent (4%) of the outstanding shares of our Class A common stock and Class B common stock (assuming conversion of the notes and exercise of the warrants).

In accordance with the terms of the Investment Agreement, Silver Lake nominated Joseph Osnoss to our Board of Directors in March of 2022. For additional information regarding the Investment Agreement, see "Certain Relationships and Related Party Transactions — Related Party Transactions — Investment by Silver Lake."

Cooperation Agreement

Pursuant to a cooperation agreement (Cooperation Agreement) among Zuora, Scalar Gauge Fund, LP (Scalar Gauge) and certain of its affiliates entered into on April 30, 2024, the Board of Directors increased the size of the Board and appointed John D. Harkey, Jr., effective April 30, 2024, as a Class I director with a term to expire at the 2025 annual meeting of stockholders. Mr. Harkey was also appointed to the Compensation Committee and Governance Committee.

Pursuant to the Cooperation Agreement, if Mr. Harkey ceases to be a director for any reason during the term of the Cooperation Agreement, Scalar Gauge may identify and propose a replacement director.

A summary of the Cooperation Agreement is included in the Company's Current Report on Form 8-K filed with the SEC on April 30, 2024, with the full Cooperation Agreement filed as an exhibit to the Form 8-K.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Our Board of Directors currently consists of ten directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Mr. Goldman, Mr. Osnoss, and Mr. Tzuo are the Class III directors standing for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively. At the recommendation of our Governance Committee, our Board of Directors proposes that Mr. Goldman, Mr. Osnoss, and Mr. Tzuo, who are currently serving as directors in Class III, each be elected as a Class III director for a three-year term expiring at the 2027 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal.

Shares represented by proxies will be voted “FOR ALL” nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

Nominees to Our Board of Directors

The nominees and their ages, occupations, lengths of service on our Board of Directors as of May 1, 2024, and current (and prospective) committee membership are provided in the table below and in the additional biographical descriptions set forth below the table.

Committee Membership

Name of Nominee

Age

Director Since

Audit

Compensation

Governance

Class III Nominees:

Kenneth A. Goldman

Feb 2016

Chair

Joseph Osnoss

Mar 2022

Tien Tzuo

Chairman of the Board and CEO

Nov 2007

Kenneth A. Goldman has served as a member of our Board of Directors since February 2016. Mr. Goldman served as the President of Hillspire LLC, a family office management company, from September 2017 until April 2022. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc. Prior to this, Mr. Goldman was the Senior Vice President and Chief Financial Officer of Fortinet, Inc., a provider of threat management technologies, from 2007 to 2012. From 2000 until 2006, Mr. Goldman served as Senior Vice President of Finance and Administration and Chief Financial Officer of Siebel Systems, Inc. Mr. Goldman served on the Financial Accounting Standards Board's (FASB) primary Advisory Council from December 1999 to December 2003. From January 2015 to December 2017, Mr. Goldman served for a three-year term as a member of the Public Company Accounting Oversight Board's (PCAOB) Standing Advisory Group. From July 2018 to July 2022, Mr. Goldman served as a member of the Value Reporting Foundation Board (formerly known as the Sustainability Accounting Standards Board (SASB) Foundation), an independent nonprofit responsible for the funding and oversight of SASB. Mr. Goldman currently serves on the boards of directors of Fortinet, Inc., GoPro, Inc., and RingCentral, Inc. Mr. Goldman previously served on the boards of directors of NXP Semiconductors N.V. from August 2010 to June 2022 and TriNet Group, Inc., from August 2009 to August 2020. In addition, he is a Trustee Emeritus on the board of trustees of Cornell University. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School. We believe Mr. Goldman is qualified to serve on our Board of Directors based on his experience serving on the boards of directors of numerous companies, his extensive executive experience, and his prior experience as a member of the FASB's Advisory Council and the PCAOB’s Standing Advisory Group. He provides our Board of Directors with a high level of expertise and significant leadership experience in the areas of finance, accounting, and audit oversight.

Joseph Osnoss has served as a member of our Board of Directors since March 2022. Mr. Osnoss is a Managing Partner of Silver Lake, which he joined in 2002. From 2010 to 2014, he was based in London, where he helped oversee the firm's activities in EMEA. Prior to joining Silver Lake, Mr. Osnoss worked in investment banking at Goldman, Sachs & Co., where he focused on mergers, acquisitions, and financings in the technology and telecommunications industries. Mr. Osnoss is currently a member of the boards of directors of EverCommerce Inc., First Advantage Corporation, Global Blue Group Holding AG, Global Payments Inc., and a number of private companies. Mr. Osnoss previously served on the boards of directors of Cornerstone OnDemand, Inc., from December 2017 to October 2021, and Sabre Corporation from March 2007 to April 2021. Mr. Osnoss received his A.B. in Applied Mathematics and a citation in French Language from

Harvard College. He has remained involved in academics, including as a Visiting Professor in Practice at the London School of Economics, a member of the Dean's Advisory Cabinet at Harvard's School of Engineering and Applied Sciences, and a participant in The Polsky Center Private Equity Council at the University of Chicago. We believe Mr. Osnoss is qualified to serve on our Board of Directors due to his extensive experience in private equity investing, domestic and international experience, and service on the boards of directors of other companies.

Tien Tzuo has served on our Board of Directors and as our Chief Executive Officer since November 2007 and as the Chairman of our Board of Directors since December 2017. Prior to joining us, Mr. Tzuo served as Chief Strategy Officer at salesforce.com, inc., a provider of customer relationship management software, from 2005 to 2008, and as Chief Marketing Officer from 2003 to 2005. From July 2020 to July 2022, he was a member of the board of directors of Vonage Holdings Corp., which was acquired by Ericsson in July 2022. He holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Stanford University. We believe that Mr. Tzuo is qualified to serve on our Board of Directors based on the industry perspective and experience that he brings as our founder, Chairman of our Board of Directors, and Chief Executive Officer.

Continuing Directors

The ages, occupations, lengths of service on our Board of Directors as of May 1, 2024, and committee membership of our continuing directors are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Committee Membership

Name of Director

Age

Director Since

Audit

Compensation

Governance

Class I Directors:

SEC Form DEF 14A filed by Zuora Inc.