Zscaler Announces Board Changes and Executive Compensation Updates

TL;DR

Zscaler board shakeup and exec pay changes filed 6/23.

AI Summary

Zscaler, Inc. announced on June 23, 2025, changes in its board of directors and executive compensation. The filing details the departure of a director and the election of a new director, along with updates to compensatory arrangements for certain officers.

Why It Matters

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

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing board and compensation changes, with no immediate financial impact indicated.

Key Players & Entities

• Zscaler, Inc. (company) — Registrant
• June 23, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-38413 (company_id) — Commission File Number
• 26-1173892 (ein) — I.R.S. Employer Identification Number
• 120 Holger Way San Jose, California 95134 (address) — Principal Executive Offices
• (408) 533-0288 (phone_number) — Registrant's telephone number

FAQ

From the Filing

0001713683-25-000133.txt : 20250623 0001713683-25-000133.hdr.sgml : 20250623 20250623170247 ACCESSION NUMBER: 0001713683-25-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250623 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250623 DATE AS OF CHANGE: 20250623 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: 251065742 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-20250623.htm 8-K zs-20250623 FALSE 0001713683 0001713683 2025-06-23 2025-06-23 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 23, 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 23, 2025, Zscaler, Inc. (the “ Company ”) announced the departure of Syam Nair, the Chief Technology Officer of the Company, with such departure to be effective on July 4, 2025. In connection with Mr. Nair’s departure, the Company expects Mr. Nair to receive certain benefits under the Company’s Change of Control and Severance Policy, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024. S