Zscaler Adds Former Fortinet CFO David Brooks to Board

Ticker: ZS · Form: 8-K · Filed: 2025-01-15T00:00:00.000Z

Sentiment: neutral

Topics: board-appointment, governance

Related Tickers: FTNT

TL;DR

Zscaler adds ex-Fortinet CFO David Brooks to its board, effective Jan 10, 2025.

AI Summary

Zscaler, Inc. announced on January 10, 2025, that its Board of Directors has elected David H. Brooks as a Class II director, effective immediately. Brooks will serve on the Audit Committee and the Compensation Committee. He previously served as the Chief Financial Officer of Fortinet, Inc. from 2007 to 2020.

Why It Matters

The appointment of an experienced financial executive like David Brooks to the board could signal a focus on financial strategy and governance for Zscaler.

Risk Assessment

Risk Level: low — This filing is a routine board appointment and does not involve significant financial transactions or operational changes.

Key Players & Entities

FAQ

Who has been elected as a new director to Zscaler's Board?

David H. Brooks has been elected as a Class II director.

When was David H. Brooks's election effective?

The election was effective immediately as of January 10, 2025.

Which committees will David H. Brooks serve on?

David H. Brooks will serve on the Audit Committee and the Compensation Committee.

What was David H. Brooks's previous role?

David H. Brooks previously served as the Chief Financial Officer of Fortinet, Inc.

What is Zscaler's state of incorporation?

Zscaler, Inc. is incorporated in Delaware.

From the Filing

0001713683-25-000020.txt : 20250115 0001713683-25-000020.hdr.sgml : 20250115 20250115160519 ACCESSION NUMBER: 0001713683-25-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250110 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20250115 DATE AS OF CHANGE: 20250115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zscaler, Inc. CENTRAL INDEX KEY: 0001713683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] ORGANIZATION NAME: 06 Technology IRS NUMBER: 261173892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38413 FILM NUMBER: 25532940 BUSINESS ADDRESS: STREET 1: 120 HOLGER WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 533-0288 MAIL ADDRESS: STREET 1: 120 HOLGER WAY CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 zs-20250110.htm 8-K zs-20250110 FALSE 0001713683 0001713683 2025-01-10 2025-01-10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 8-K ___________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (date of earliest event reported) January 10, 2025 ___________________________________ Zscaler, Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware 001-38413 26-1173892 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 120 Holger Way San Jose , California 95134 (Address of principal executive offices and zip code) ( 408 ) 533-0288 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange of which registered Common Stock, $0.001 Par Value ZS The Nasdaq Stock Market LLC  Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.     At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Zscaler, Inc. (the “Company”) held on January 10, 2025, the Company’s stockholders voted to approve an amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan (the “2018 Plan”) to eliminate the original 10-year term of the 2018 Plan. The terms of the amended and restated 2018 Plan (the “A&R Plan”) replace the

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