To ?he , JANA Partners LLC (“JANA”) awarded a letter towards Panel regarding Administrators (the brand new “Board”) of Zendesk, Inc

To ?he , JANA Partners LLC (“JANA”) awarded a letter towards Panel regarding Administrators (the brand new “Board”) of Zendesk, Inc

We think he is preferably suited to focus on the remaining directors so you’re able to rehabilitate the company’s status having investors and you may push shareholder value

? Original Proxy Report
? Private, for use of your Percentage Only (once the let by Laws 14a-6(e)(2))
? Decisive Proxy Report
? Definitive More Product
? Obtaining Thing Around Laws 14a-a dozen

We think they are essentially ideal for work at the remainder directors so you can rehabilitate their standing with investors and you can push stockholder worth

? Zero fee required.
? Fee calculated for the dining table less than for every single Replace Work Laws 14a-6(i)(4) and you can 0-eleven.
1) Term each and every group of bonds that transaction can be applied:
2) Aggregate quantity of securities that deal can be applied:
3) For every single product rate or other root property value transaction determined pursuant to displace Operate Rule 0-eleven (established the total amount about what the brand new submitting commission are determined and you can condition how it are determined):

We think he is essentially suitable for manage the rest directors so you can rehabilitate the business’s condition having buyers and you may drive stockholder well worth

? See package or no the main commission try offset because the provided escort service Colorado Springs by Exchange Work Laws 0-11(a)(2) and pick the newest declaring that the offsetting percentage was reduced previously. Choose the earlier processing because of the subscription statement count, or the Form or Plan and the big date of their processing.
1) Matter In past times Paid back:
2) Function, Plan otherwise Membership Declaration No.:
3) Processing Team:
4) Big date Submitted:

(the fresh “Company”) discussing just what JANA believes to-be high strategic and functional missteps on behalf of brand new Board and declaring you to JANA features identified and selected five extremely-accredited men and women to stand for election towards Panel within Organizations 2022 annual appointment of stockholders. A duplicate of one’s page are recorded herewith as the Display step 1. Factual statements about the players (as the outlined for the Display 2) in any future solicitation away from proxies about your Organization is recorded herewith since the Exhibit 2.

Zendesk’s (the latest “Company”) very long efforts so you can victory help to your Momentive acquisition has been satisfied of the vociferous and you can suffered rebuke. JANA Partners (“we”), most other shareholders and sell-top analysts possess criticized and you may opposed the acquisition. Last Tuesday we were joined because of the leading separate proxy consultative agencies ISS and you can Cup Lewis, all of which informed Zendesk investors so you can vote Up against the transaction. To the March twenty-five th vote fast approaching, we believe Zendesk investors have a tendency to finally manage to save by themselves off their own board because of the voting along the Momentive deal.

not, long-term destroy has been done. We feel the board enjoys all but assured that Zendesk often sustain a persistent disregard to its intrinsic really worth. The board indicates a careless ignore having stockholder money, a seeming maturity so you’re able to resort to “suspicious reasoning” when confronted, and more than has just reinforced concerns about its history of declining in order to engage interested proper and you will monetary customers on the Business. Into latest board at helm, we think investors try constantly vulnerable to exactly what Glass Lewis recognized because the board’s “ready, flames, aim” procedure.

To deal with the damage Zendesk’s board has already inflicted toward shareholders and also to protect against after that harm, we feel the brand new board need to be either substituted for capable fiduciaries otherwise reverse direction and you will build relationships curious strategic and monetary buyers to offer the company.

We are nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you may Scott Ostfeld to have election towards board within their 2022 annual meeting (biographical suggestions less than). These types of extremely accredited nominees render social business Chief executive officer, CFO, COO, board and you may resource expertise in application and you will technical, and additionally working, method, M&An effective, financing and governance experience. If you want to speak about this matter next, we are able to getting hit during the (212) 455-0900.