Zuora : 2024 Proxy Statement

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 "FOR" each director

	directors until our 2027 annual meeting of stockholders and until such director's	nominee
	successor is duly elected and qualified or until his earlier death, resignation,
	disqualification or removal.
2.	To ratify the appointment of KPMG LLP as our independent registered public	"FOR"
	accounting firm for the fiscal year ending January 31, 2025.
3.	To approve, on a non-binding advisory basis, the compensation paid by us to our	"FOR"
	Named Executive Officers as disclosed in this Proxy Statement.
4.	To approve the amendment and restatement of Zuora's Restated Certificate of	"FOR"
	Incorporation to provide for exculpation of certain officers of Zuora from personal
	liability under certain circumstances as allowed by Delaware law.

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-BINDINGADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION...	26
PROPOSAL NO. 4: AMENDMENT AND RESTATEMENT OF ZUORA'S CURRENT CHARTER	27
PROPOSAL NO. 5: STOCK 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
ANNEX B	71

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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.

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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	"FOR" each
until our 2027 annual meeting of stockholders and until such director's successor is duly	director nominee
elected and qualified or until his earlier death, resignation, disqualification or removal.

1. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025.
2. To approve, on a non-binding advisory basis, the compensation paid by us to our Named Executive Officers as disclosed in this Proxy Statement.
3. 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.
4. 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"

"FOR"

"FOR"

"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.

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.

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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

											Committee Membership(2)
				Director				Term			Nominating &
Name		Age						Audit	Corporate
		Since		Class Exp(1)		Compensation Governance
Director Nominees:

Kenneth A. Goldman

Joseph Osnoss

Tien Tzuo

Chairman of the Board and CEO

Continuing Directors:

Omar P. Abbosh

Sarah R. Bond

Jason Pressman

Lead Independent Director

Laura Clayton McDonnell

Amy Guggenheim Shenkan

Timothy Haley

John D. Harkey, Jr.

____________________

74			Feb 2016		III
46			Mar 2022		III
56			Nov 2007		III
58			Jul 2020		II
45			Jul 2020		II
50			Sep 2008		II
63			Jan 2022		I
59			Jan 2022		I
69			Oct 2010		I
63			Apr 2024		I

2024

2024

2024

2026

2026

2026

2025

2025

2025

2025

Chair

				Chair
	Member		Member
			Member
	Member			Member
			Chair	Member
			Member	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.

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Board Attributes

Tenure	Independence		Age		Gender		Ethnic
									Diversity	Diversity
3		1	3		3	3	3
1		6	9		3	1	7		7
		0-4 years			Independent			40-50			Female			Ethnically
						51-60
		5-9 years			Non-			61-70			Male			Diverse
		>10 years			Independent			70+						Other
				(CEO)

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

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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

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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

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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

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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.

	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)
Lead Independent Director	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.
	Independent members of our Board of Directors and its committees have the opportunity to
Executive Sessions	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.
	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
Board Tenure	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.
	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
Other Public Company	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
Directorships and Commitments	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-	Our Board of Directors and each of its committees evaluates, with oversight by the
Governance Committee, and discusses its respective performance and effectiveness
Evaluations
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.

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