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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
May 20, 2025
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Zscaler, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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001-38413
(Commission File Number)
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26-1173892
(I.R.S. Employer Identification Number)
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120 Holger Way
San Jose, California 95134
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(408) 533-0288 |
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Not Applicable |
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| ___________________________________ |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange of which registered |
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Common Stock, $0.001 Par Value |
ZS |
The Nasdaq Stock Market LLC |
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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.
(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.
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| Exhibit No. |
Description of Exhibit |
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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.
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Zscaler, Inc. |
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| May 23, 2025 |
/s/ |
Remo Canessa |
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Remo Canessa |
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Chief Financial Officer |
EX-99.1
2
exhibit991.htm
EX-99.1
Document
Exhibit 99.1
Raj Judge Joins Zscaler’s Board of Directors and as EVP of Corporate Strategy & Ventures
SAN JOSE, Calif., May. 21, 2025 -- Zscaler, Inc. (NASDAQ: ZS), the leader in cloud security, is pleased to announce that Raj Judge has been appointed to the company’s Board of Directors and joined as Executive Vice President of Corporate Strategy and Ventures. In this role, Judge will lead the company’s growth strategy, business development, and venture investment initiatives to drive Zscaler to $5 billion in ARR and beyond.
Judge brings over 25 years of experience in the tech legal and venture capital space, having previously served at Wilson Sonsini as Senior Partner and Co-Chair of the firm’s core practice, Emerging Companies and Venture Capital. Throughout his career, he has been instrumental in driving strategic growth, identifying emerging market opportunities, and creating solutions that have led to significant business growth for his clients.
“Raj’s deep expertise in corporate strategy and investment, combined with his track record of success, makes him the ideal leader to drive Zscaler’s growth and innovation agenda,” said Jay Chaudhry, Chairman and CEO of Zscaler. “We are excited to welcome Raj to our leadership team and we look forward to the impact he will have on shaping the future of our company.”
Judge will be responsible for key growth and investment opportunities as well as forging strategic initiatives. He will work closely with internal and external stakeholders to accelerate innovation and substantially broaden the company’s platform for Zscaler’s customers. The appointment of Judge to the Board further demonstrates the company’s dedication to advancing its corporate strategy and long-term vision.
“I am excited to join Zscaler at such a pivotal time in its growth journey,” said Raj. “I look forward to bringing my experience and strategic skills to drive new initiatives and investments that will accelerate its continued success.”
Forward-Looking Statements
This press release contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. These forward-looking statements include the potential impact of the executive appointment to Zscaler's future strategic investments and our ability to grow and scale. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. A significant number of factors could cause actual results to differ materially from statements made in this press release. Additional risks and uncertainties are set forth in our most recent Annual Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 29, 2025, which is available on our website at ir.zscaler.com and on the SEC's website at www.sec.gov. Any forward-looking statements in this release are based on the limited information currently available to Zscaler as of the date hereof, which is subject to change, and Zscaler will not necessarily update the information, even if new information becomes available in the future.
About Zscaler
Zscaler (NASDAQ: ZS) accelerates digital transformation so customers can be more agile, efficient, resilient, and secure. The Zscaler Zero Trust Exchange protects thousands of customers from cyberattacks and data loss by securely connecting users, devices, and applications in any location.
Distributed across more than 150 data centers globally, the SASE-based Zero Trust Exchange is the world’s largest in-line cloud security platform.
Zscaler™, Zscaler Zero Trust Exchange™, Zscaler Internet Access™, and Zscaler Private Access™, ZIA™, and ZPA™ and Zscaler B2B™ are either (i) registered trademarks or service marks or (ii) trademarks or service marks of Zscaler, Inc. in the United States and/or other countries. Any other trademarks are the properties of their respective owners.
Media Contact
Pavel Radda
press@zscaler.com
Investor Relations Contact
Ashwin Kesireddy
ir@zscaler.com
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