Zscaler, Inc. 8-K

What Happened
Zscaler, Inc. filed an 8-K on January 15, 2026 reporting the certified voting results from its January 12, 2026 annual meeting of stockholders. The company elected three Class II directors (Andrew Brown, Scott Darling, David Schneider) to serve until the 2028 annual meeting, ratified PricewaterhouseCoopers LLP as its independent auditor for FY2026, received a non‑binding shareholder approval of named executive officer (NEO) compensation, voted to hold future say‑on‑pay votes every year, and approved a non‑binding shareholder proposal to declassify the board.

Key Details

• Director elections (Class II, terms until 2028):
  • Andrew Brown: For 117,498,429; Withheld 13,245,344; Broker non‑votes 10,889,277.
  • Scott Darling: For 95,048,836; Withheld 35,694,937; Broker non‑votes 10,889,277.
  • David Schneider: For 106,925,494; Withheld 23,818,279; Broker non‑votes 10,889,277.
• Auditor ratification: PwC ratified as independent registered public accounting firm for fiscal year ending July 31, 2026 — For 139,804,688; Against 1,394,486; Abstain 433,876.
• Say‑on‑pay (advisory): Compensation for named executive officers approved — For 121,495,313; Against 8,828,704; Abstain 419,756; Broker non‑votes 10,889,277.
• Frequency of future say‑on‑pay votes: Stockholders chose annual votes — 1 year: 128,651,727; 2 years: 45,708; 3 years: 1,566,684; Abstain: 479,654. Board will hold annual non‑binding advisory votes until at least the 2031 annual meeting.
• Board declassification (non‑binding proposal): Approved — For 67,004,992; Against 63,181,797; Abstain 556,984; Broker non‑votes 10,889,277.

Why It Matters
These outcomes affect corporate governance and shareholder rights: approval to declassify the board means future director elections will move to annual votes rather than a staggered (multi‑year) structure if the company implements the change, increasing shareholder influence on board composition. Annual say‑on‑pay votes keep executive compensation subject to yearly shareholder advisory review. Ratification of PwC confirms continuity of the auditor for FY2026. Investors should note the vote margins, the presence of broker non‑votes, and that the say‑on‑pay and declassification items were advisory (non‑binding) or require board action to implement.