Voit

I. FACTUAL AND PROCEDURAL BACKGROUND2

A. Initial Proceedings and First Appeal After initiating the underlying action in August 2015, Voit filed an amended complaint against his former employer, Zscaler, Inc.; Jagtar Chaudhry (also known as Jay Chaudhry), Zscaler’s co-founder and chief executive officer; and Kailash, the company’s chief architect and co-founder, for fraud and breach of fiduciary duty. In summary, Voit alleged that when he initially joined the company — previously known as SafeChannel, Inc.3 — in 2008, Chaudhry represented, through Kailash, that Voit would acquire company stock through his employment, and the stock would not be diluted. In “justifiable reliance” on Chaudhry’s and Kailash’s promises, Voit “ ‘continued to work for Zscaler and thereby continued to purchase equity in the company and continued to contribute to the value of the equity he had already earned.’ ” However, instead of acquiring an increasing amount of equity, as Voit believed, his equity share was reduced through dilution from approximately .19 percent to .065 percent, effectively resulting in “ ‘a retroactive pay cut.’ ” Defendants subsequently petitioned the trial court for an order…