01—Abstract
Summary
Summary of the 8-K filed January 15, 2025. Cited figures are marked; the original filing is the authoritative source.
Zscaler, Inc. reported in this Form 8-K, filed January 15, 2025, the results of its 2024 Annual Meeting of Stockholders held January 10, 2025.
Stockholders approved an amendment and restatement of the Zscaler, Inc. FY2018 Equity Incentive Plan (the "A&R Plan") to eliminate the plan's original 10-year term. The A&R Plan replaces the existing 2018 Plan terms and provides for nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to executive officers, employees, directors and consultants. The filing states that the Company primarily grants restricted stock awards with time-based and, for certain grants, performance-based vesting.
The type, number, recipients and other terms of future awards are subject to the compensation committee's discretion and cannot be determined at this time. At the meeting, stockholders elected Karen Blasing, Charles Giancarlo and Eileen Naughton as Class I directors, each to serve until the 2027 annual meeting. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2025, and approved on a non-binding advisory basis the compensation of the named executive officers.
Giancarlo received the lowest support among the nominees, with 73,873,625 votes for and 47,068,702 withheld. The equity plan amendment received 67,828,174 votes for and 52,848,701 against, with 265,452 abstentions and 12,891,481 broker non-votes. The filing notes that the full text of the A&R Plan was filed as Annex B to the definitive proxy statement dated November 22, 2024.
02—Key points
Key Highlights
- Stockholders approved the amendment and restatement of the FY2018 Equity Incentive Plan, eliminating its original 10-year term.
- The A&R Plan permits grants of stock options, restricted stock, RSUs, SARs, performance units and performance shares to executives, employees, directors and consultants.
- The Company primarily grants restricted stock awards with time-based and, for certain grants, performance-based vesting.
- Karen Blasing, Charles Giancarlo and Eileen Naughton were elected as Class I directors to serve until the 2027 annual meeting.
- PricewaterhouseCoopers LLP was ratified as independent auditor for the fiscal year ending July 31, 2025, with 131,248,621 votes for and 2,294,077 against.
- Stockholders approved named executive officer compensation on an advisory basis, with 112,626,049 votes for and 8,067,102 against.
- The equity plan proposal drew 52,848,701 votes against, the largest opposition recorded among the matters voted on.
03—Questions
Frequently Asked Questions
What changed in the equity incentive plan?
Stockholders approved an amendment and restatement of the FY2018 Equity Incentive Plan that eliminates the plan's original 10-year term. Future awards will be made under the A&R Plan's terms as amended.
What types of awards can the A&R Plan grant?
The A&R Plan provides for nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to executive officers, employees, directors and consultants of the Company and its subsidiaries.
Who was elected to the Board, and for what term?
Karen Blasing, Charles Giancarlo and Eileen Naughton were elected as Class I directors. They will hold office until the Company's 2027 annual meeting of stockholders, or until their successors are elected and qualified.
Did stockholders support the auditor and executive pay proposals?
Yes. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending July 31, 2025, with 131,248,621 votes for. The non-binding advisory vote on named executive officer compensation passed with 112,626,049 votes for and 8,067,102 against.
Where can investors find the full text of the A&R Plan?
The full text of the A&R Plan was filed as Annex B to the definitive proxy statement for the Annual Meeting, which was filed with the SEC on November 22, 2024.
04—Continue