01—Abstract
Summary
Summary of the 8-K filed January 15, 2026. Cited figures are marked; the original filing is the authoritative source.
Zscaler, Inc. filed a Form 8-K under Item 5.07 to report the final voting results from its annual meeting of stockholders, held January 12, 2026.
Stockholders elected Andrew Brown, Scott Darling, and David Schneider as Class II directors, each to serve until the 2028 annual meeting. Brown received 117,498,429 votes for and 13,245,344 withheld, Darling received 95,048,836 for and 35,694,937 withheld, and Schneider received 106,925,494 for and 23,818,279 withheld, with 10,889,277 broker non-votes recorded for each nominee. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026, with 139,804,688 votes for, 1,394,486 against, and 433,876 abstaining.
On a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 121,495,313 votes for, 8,828,704 against, and 419,756 abstaining. For the frequency of future say-on-pay votes, 128,651,727 votes favored every one year, and the Company will hold these advisory votes annually, consistent with the Board's recommendation.
This policy remains in effect until the next frequency vote, which must occur no later than the 2031 annual meeting. A non-binding stockholder proposal to declassify the Board was approved, with 67,004,992 votes for, 63,181,797 against, and 556,984 abstaining, and 10,889,277 broker non-votes.
02—Key points
Key Highlights
- Andrew Brown, Scott Darling, and David Schneider were elected as Class II directors, each to serve until the 2028 annual meeting.
- Brown received the most support of the three nominees, with 117,498,429 votes for and 13,245,344 withheld.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending July 31, 2026, with 139,804,688 votes for.
- Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 121,495,313 votes for and 8,828,704 against.
- Stockholders voted to hold future say-on-pay advisory votes every one year, with 128,651,727 votes for that frequency; the Company will follow this annually.
- A non-binding stockholder proposal to declassify the Board was approved, with 67,004,992 votes for and 63,181,797 against.
- The declassification result was the closest of the proposals, with 556,984 abstentions and 10,889,277 broker non-votes recorded.
03—Questions
Frequently Asked Questions
Who was elected to the Board at the January 12, 2026 annual meeting?
Andrew Brown, Scott Darling, and David Schneider were elected as Class II directors. Each will serve until the Company's 2028 annual meeting of stockholders, or until a successor is elected and qualified, subject to earlier death, resignation, or removal.
Did stockholders approve the auditor?
Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026, with 139,804,688 votes for, 1,394,486 against, and 433,876 abstaining.
How often will Zscaler hold say-on-pay votes going forward?
Following the stockholder vote and the Board's recommendation, the Company will hold non-binding advisory votes on executive compensation every year. This policy remains in effect until the next frequency vote, which must occur no later than the 2031 annual meeting.
Was the proposal to declassify the Board approved?
Yes. The filing states that stockholders approved this non-binding stockholder proposal, which received 67,004,992 votes for and 63,181,797 against, with 556,984 abstentions and 10,889,277 broker non-votes.
04—Continue