01—Abstract
Summary
Summary of the 8-K filed January 10, 2024. Cited figures are marked; the original filing is the authoritative source.
Zscaler, Inc. reported the results of its annual meeting of stockholders, held on January 5, 2024, in this Item 5.07 Current Report.
Stockholders elected Jay Chaudhry as the Class III director to serve until the Company's 2026 annual meeting, receiving 95,944,738 votes for and 19,179,199 withheld, with 14,210,932 broker non-votes. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2024, with 127,662,177 votes for, 1,532,800 against, and 139,892 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the Company's named executive officers, with 82,408,287 votes for, 32,039,024 against, 676,626 abstentions, and 14,210,932 broker non-votes.
The filing reports voting outcomes only. It does not describe any change to the Company's business, governance structure, or financial position.
02—Key points
Key Highlights
- Annual meeting of stockholders held January 5, 2024.
- Jay Chaudhry elected as Class III director, with 95,944,738 votes for and 19,179,199 withheld, term running to the 2026 annual meeting.
- Broker non-votes of 14,210,932 were recorded for both the director election and the say-on-pay proposal.
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for the fiscal year ending July 31, 2024, with 127,662,177 votes for and 1,532,800 against.
- Non-binding advisory vote approved named executive officer compensation, with 82,408,287 votes for and 32,039,024 against.
- The say-on-pay vote shows a substantially larger number of against votes than the auditor ratification vote recorded against votes.
03—Questions
Frequently Asked Questions
Who was elected to the Zscaler board at the January 2024 annual meeting?
Jay Chaudhry was elected as the Class III director. He will serve until the Company's 2026 annual meeting of stockholders, or until a successor is elected and qualified, subject to earlier death, resignation, or removal.
Which accounting firm did stockholders ratify for fiscal 2024?
Stockholders ratified PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2024. The vote was 127,662,177 for, 1,532,800 against, and 139,892 abstaining.
How did stockholders vote on executive compensation?
In a non-binding advisory vote, stockholders approved the compensation of the Company's named executive officers. The vote was 82,408,287 for, 32,039,024 against, 676,626 abstaining, and 14,210,932 broker non-votes.
Does this filing announce any new corporate actions?
No. The filing reports only the voting results from the January 5, 2024 annual meeting under Item 5.07 and does not describe other corporate actions.
04—Continue