Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:



Preliminary Proxy Statement



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



Definitive Proxy Statement



Definitive Additional Materials



Soliciting Material Pursuant to § 240.14a-12

Zynga Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)



No fee required.



Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



Title of each class of securities to which transaction applies:





Aggregate number of securities to which transaction applies:





Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):





Proposed maximum aggregate value of transaction:





Total fee paid:






Fee paid previously with preliminary materials.



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:





Form, Schedule or Registration Statement No.:





Filing Party:





Date Filed:







Important Notice of Availability of Proxy Materials for the Stockholder Meeting of







To Be Held On:


June 11, 2015 at 10:00 AM PT


Zynga Inc. Headquarters, 699 8th Street, San Francisco, CA 94103


















This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before June 1, 2015.

Please visit, where the following materials are available for view:



•  Notice of Annual Meeting of Stockholders


•  Proxy Statement


•  Form of Electronic Proxy Card


•  Annual Report to Stockholders


TELEPHONE: 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers)





TO VOTE:           LOGO   

ONLINE: To access your online proxy card, please visit and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at up until 11:59 PM Eastern Time on Wednesday, June 10, 2015.



IN PERSON: You may vote your shares in person by attending the Annual Meeting. Information on attending the Annual Meeting, including directions, may be found at



MAIL: You may request a card by following the instructions above.



1. To elect the Board’s seven (7) nominees for director to serve until the next annual meeting:



2. To approve the material terms of the performance goals under the Company’s 2011 Equity Incentive Plan.


3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.


4. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2015.


Whether or not direction is made, each of the proxies is authorized to vote in his discretion on such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.



Mark Pincus

L. John Doerr

Regina E. Dugan, Ph.D.

William “Bing” Gordon

Louis J. Lavigne, Jr.

Stanley J. Meresman

Sunil Paul

Ellen F. Siminoff







Please note that you cannot use this notice to vote by mail.