01—Abstract
Summary
Summary of the 8-K filed May 23, 2025. Cited figures are marked; the original filing is the authoritative source.
Zscaler, Inc. (NASDAQ: ZS) filed a Form 8-K on May 23, 2025 to report that its Board of Directors, effective May 20, 2025, expanded the Board from eight to nine members and appointed Raj Judge, the Company's Executive Vice President, Corporate Strategy and Ventures, as a Class III director.
His term expires at the annual meeting of stockholders for the fiscal year ending July 31, 2026. Mr. Judge will receive no compensation for his Board service and will enter into the Company's standard director indemnification agreement. The filing also discloses that Mr. Judge previously worked at Wilson Sonsini Goodrich and Rosati, Professional Corporation, which serves as outside corporate counsel to the Company.
The Company states that it incurred legal services expenses in excess of $120,000a during the fiscal year ended July 31, 2024, and that such arrangements were entered into in the ordinary course of business on an arms-length basis. The filing states there is no arrangement or understanding under which Mr. Judge was selected as a director and no family relationships with directors or executive officers.
According to the attached press release (Exhibit 99.1, dated May 21, 2025), Mr. Judge will lead growth strategy, business development, and venture investment initiatives, with the stated goal of driving Zscaler to $5 billionb in ARR and beyond. The release describes his background of over 25 years in tech legal and venture capital, including serving as Senior Partner and Co-Chair of Wilson Sonsini's Emerging Companies and Venture Capital practice.
02—Key points
Key Highlights
- Board expanded from eight to nine directors, with Raj Judge appointed as a Class III director effective May 20, 2025.
- Raj Judge's term expires at the annual meeting of stockholders for the fiscal year ending July 31, 2026.
- Judge is also Executive Vice President, Corporate Strategy and Ventures, and will receive no compensation for Board service.
- Judge previously worked at Wilson Sonsini Goodrich and Rosati, which serves as the Company's outside corporate counsel.
- The Company incurred legal services expenses in excess of $120,000 during the fiscal year ended July 31, 2024, with the firm.
- The press release states Judge will lead growth strategy, business development, and venture investment initiatives with a goal of $5 billion in ARR and beyond.
- Judge is to enter into the Company's standard form of director indemnification agreement.
03—Questions
Frequently Asked Questions
Who was appointed to Zscaler's Board of Directors?
Raj Judge, the Company's Executive Vice President, Corporate Strategy and Ventures, was appointed as a Class III director. The Board also increased its size from eight to nine members.
Will Raj Judge receive compensation for his Board service?
No. The filing states that Mr. Judge will not receive any compensation in connection with his service on the Company's Board.
When does Raj Judge's director term expire?
His term expires at the Company's annual meeting of stockholders for the fiscal year ending July 31, 2026.
Does Zscaler have a relationship with Raj Judge's former law firm?
Mr. Judge previously worked at Wilson Sonsini Goodrich and Rosati, which serves as outside corporate counsel to the Company. The Company states that it incurred legal services expenses totaling in excess of $120,000 during the fiscal year ended July 31, 2024, and that these arrangements were made in the ordinary course of business on an arms-length basis.
What are Raj Judge's responsibilities as EVP?
According to the attached press release, Judge will lead the Company's growth strategy, business development, and venture investment initiatives, with the stated aim of driving Zscaler to $5 billion in ARR and beyond.
04—Continue