FALSE000171368307/3100017136832023-02-282023-02-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
February 28, 2023
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Zscaler, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or
organization)
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001-38413
(Commission File Number)
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26-1173892
(I.R.S. Employer Identification Number)
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120 Holger Way
San Jose, California 95134
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(Address of principal executive offices and zip code) |
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(408) 533-0288
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last
report) |
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___________________________________ |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange of which registered |
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Common Stock, $0.001 Par Value |
ZS |
The Nasdaq Stock Market LLC |
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 2.02 Results of Operations and Financial
Condition.
On March 2, 2023, Zscaler, Inc. (the "Company") issued a press
release announcing its financial results for the second fiscal
quarter ended January 31, 2023. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
The information contained in this Item 2.02 and Item 9.01 in this
Current Report on Form 8-K, including the accompanying Exhibit 99.1
hereto, shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filings,
unless expressly incorporated by specific reference in such
filing.
Item 2.05 Costs Associated with Exit or Disposal
Activities.
On March 1, 2023, the Company committed to a plan to restructure
and reduce the Company’s workforce as a part of its planned efforts
to streamline operations and to align people, roles and projects to
the Company’s strategic priorities. In connection with these
actions, the Company expects to reduce its worldwide headcount by
approximately 3%. The reduction in workforce is expected to be
substantially complete by the end of fiscal 2023.
The Company expects to incur aggregate non-recurring charges of
approximately $8.0 million to $10.0 million, consisting primarily
of employee severance and benefit costs associated with the
restructuring. The Company expects that most of these charges will
be cash expenditures and that it will recognize the majority of
these charges in the third quarter of fiscal 2023. Also included in
the indicated range is an immaterial amount of stock-based
compensation expense that will be recognized in the third quarter
of fiscal 2023 as a result of a modification to allow vesting of
certain stock-based awards held by impacted personnel. The
estimated charges that the Company expects to incur are subject to
a number of assumptions, and actual expenses may differ materially
from these estimates. The Company may also incur additional costs
not currently contemplated due to unanticipated events that may
occur as a result of, or that are associated with, its
plan.
This Current Report on Form 8-K contains forward-looking statements
that involve risks and uncertainties, including, but not limited
to, statements regarding the Company’s expectations regarding the
costs, timing and financial impacts of the restructuring and
related matters. There are a significant number of factors that
could cause actual results to differ materially from statements
made in this Current Report on Form 8-K, including, but not limited
to, risks related to the Company’s ability to successfully
implement its cost-saving initiatives and to capture expected
efficiencies; its expectations regarding the impact of such actions
on its business, operations and financial condition; the Company’s
ability to manage its growth, culture and talent; execution of its
plans and strategies; and general economic conditions. Additional
risks and uncertainties that could affect the Company’s financial
results are included under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” set forth from time to time in the Company’s
filings and reports with the Securities and Exchange Commission
(“SEC”), including the Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2022 filed on December 7, 2022, as well
as future filings and reports by the Company, copies of which are
available on the Company’s website at ir.zscaler.com and on the
SEC’s website at www.sec.gov. You should not rely on these
forward-looking statements, as actual outcomes and results may
differ materially from those contemplated by these forward-looking
statements as a result of such risks and uncertainties. Additional
information will also be set forth in other filings that the
Company makes with the SEC from time to time. All forward-looking
statements in this Current Report on Form 8-K are based on
information available to the Company as of the date hereof, and the
Company does not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were
made.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 28, 2023,
the board of directors of
the Company (the “Board”), acting upon the recommendation of the
Board’s Nominating and Corporate Governance Committee, adopted
amended and restated bylaws (the “Amended and Restated Bylaws”),
which became immediately effective. The Amended and Restated
Bylaws, among other things:
•update
and revise the advance notice procedures for the nomination of
directors or the proposal of other business at stockholder
meetings, including by adding a requirement that a stockholder
seeking to nominate director(s) at a meeting of stockholders
deliver to the Company reasonable evidence that it has
complied
with the requirements of Rule 14a-19 of the Securities Exchange Act
of 1934, as amended, no later than five business days before the
meeting;
•revise
certain additional procedures related to stockholder meetings to
conform to the provisions of the Delaware General Corporation Law,
as recently amended (the “DGCL”);
•revise
the provision regarding board action by unanimous written consent
in lieu of a meeting to conform to the provisions of the
DGCL;
•update
various provisions regarding directors, Board committees and
officers; and
•make
various updates throughout to conform to current Delaware law
(including the recent amendments to the DGCL) and to make
ministerial changes, clarifications, and other conforming
revisions.
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws, a copy of which is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description of Exhibit |
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3.1 |
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99.1 |
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104 |
Cover page interactive data file (embedded within the Inline XBRL
document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Zscaler, Inc. |
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March 2, 2023 |
/s/ |
Remo Canessa |
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Remo Canessa |
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Chief Financial Officer |
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