Zscaler Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ZS
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Director
On and effective as of May 20, 2025, the Board of Directors (the “Board”) of Zscaler, Inc. (the “Company”) approved the expansion of the size of the Board from eight to nine and appointed Raj Judge, the Company’s Executive Vice President, Corporate Strategy and Ventures, as a Class III director of the Company, with a term expiring at the Company’s annual meeting of stockholders for the fiscal year ending July 31, 2026.
Mr. Judge will enter into the Company's standard form of director indemnification agreement, which was filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the SEC on February 16, 2018. Mr. Judge will not receive any compensation in connection with his service on the Company’s Board.
There is no arrangement or understanding between Mr. Judge and any other persons pursuant to which Mr. Judge was selected as a director, and Mr. Judge does not have any family relationships with any of the Company's directors or executive officers. Mr. Judge previously worked at Wilson Sonsini Goodrich and Rosati, Professional Corporation, which serves as outside corporate counsel to the Company. The Company incurs bills for legal services that vary from year to year depending on legal needs, and all such arrangements have been entered into in the ordinary course of business and have been conducted on an arms-length basis. During the year ended July 31, 2024, the Company incurred expenses for legal services rendered totaling in excess of $120,000.
A copy of the Company's press release announcing Mr. Judge’s appointment is attached hereto as Exhibit 99.1.
The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||
| 99.1 | |||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Zscaler, Inc. | ||||||||
| May 23, 2025 | /s/ | Remo Canessa | ||||||
| Remo Canessa | ||||||||
| Chief Financial Officer | ||||||||