Zscaler Announces Board and Executive Compensation Changes

Ticker: ZS · Form: 8-K · Filed: 2025-06-13T00:00:00.000Z

Sentiment: neutral

Topics: governance, executive-compensation, board-changes

Related Tickers: ZS

TL;DR

Zscaler board shakeup and comp changes filed.

AI Summary

Zscaler, Inc. announced on June 9, 2025, changes to its board of directors and executive compensation. The filing details the departure of a director and the appointment of new officers, along with updates to compensatory arrangements for certain key personnel.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, or future performance expectations.

Risk Assessment

Risk Level: low — This filing primarily concerns corporate governance and executive compensation, which typically carries a lower immediate risk compared to financial results or major operational changes.

Key Players & Entities

FAQ

What specific changes were made to Zscaler's board of directors?

The filing indicates the departure of a director and the election of new directors, though specific names are not detailed in this excerpt.

What is the date of the earliest event reported in this 8-K?

The earliest event reported is dated June 9, 2025.

Where is Zscaler, Inc. incorporated?

Zscaler, Inc. is incorporated in Delaware.

What is the primary business address of Zscaler, Inc.?

The primary business address is 120 Holger Way, San Jose, California 95134.

What items are covered by this 8-K filing?

This 8-K covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.

From the Filing

0001713683-25-000103.txt : 20250613 0001713683-25-000103.hdr.sgml : 20250613 20250613161041 ACCESSION NUMBER: 0001713683-25-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250609 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250613 DATE AS OF CHANGE: 20250613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zscaler, Inc. CENTRAL INDEX KEY: 0001713683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] ORGANIZATION NAME: 06 Technology EIN: 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: 251046638 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-20250609.htm 8-K zs-20250609 FALSE 0001713683 0001713683 2025-06-09 2025-06-09 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) June 9, 2025 ___________________________________ Zscaler, Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of incorporation or organization) 001-38413 (Commission File Number) 26-1173892 (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. On June 9, 2025, Zscaler, Inc. (the “Company”) entered into a Transition Agreement and Release (the “Transition Agreement”) with Remo Canessa, in connection with his previously disclosed retirement. The terms of the Transition Agreement include: (i) Mr. Canessa will continue his at-will employment with the Company through December 31, 2025 (the “Transition Period”) to support the transition to the Company’s new chief financial officer, (ii) during the Transition Period, Mr.

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