Shareholders at Zscaler passed a non-binding proposal to declassify its board, a warning shot to management after the stock lost nearly 30% in three months. The measure, submitted by shareholder advocate James McRitchie, would dismantle the staggered three-year terms for directors.

Despite lobbying from founder Jay Chaudhry and other insiders, the vote succeeded. A declassified board means all nine directors would stand for re-election annually, potentially making the cybersecurity firm more vulnerable to activist pressure or a sale. Zscaler said any transition would be phased in.

The governance fight coincides with a rough patch for Zscaler’s stock. Bernstein analyst Peter Weed recently downgraded shares, arguing the company’s premium valuation isn’t justified amid rising competition and a slowing growth narrative. For now, no activist investor is publicly involved in the push.