Towards , JANA People LLC (« JANA ») granted a letter towards Board regarding Administrators (the fresh new « Board ») off Zendesk, Inc

We believe he could be ideally suitable for work on the remaining administrators to help you rehabilitate their condition which have traders and you may push stockholder worthy of

? First Proxy Statement
? Private, to be used of your Commission Only (once the allowed because of the Laws 14a-6(e)(2))
? Decisive Proxy Report
? Decisive A lot more Material
? Obtaining Situation Not as much as Code 14a-a dozen

We think they are essentially suited to work at the remaining administrators to rehabilitate the company’s position which have people and you may drive stockholder worthy of

? Zero percentage requisite.
? Percentage calculated on dining table below per Exchange Operate Code 14a-6(i)(4) and you can 0-11.
1) Title of every category of securities to which deal can be applied:
2) Aggregate quantity of securities that exchange is applicable:
3) For each device price or any other fundamental value of exchange calculated pursuant to displace Act Rule 0-11 (established extent on what the brand new processing percentage try computed and you can condition how it is calculated):

We think he could be preferably appropriate manage the rest directors in order to rehabilitate the business’s standing having traders and you can drive stockholder worth

? Evaluate field or no area of the commission was counterbalance because the provided by Change Act Code 0-11(a)(2) and you can choose this new declaring that the offsetting fee try paid back in past times. Choose the earlier filing from the registration declaration count, or even the Means otherwise Schedule therefore the time of its submitting.
1) Number In past times Paid off:
2) Means, Agenda or Subscription Statement Zero.:
3) Processing People:
4) Big date Filed:

(the new « Company ») describing just what JANA believes getting tall proper and working missteps on the behalf of the brand new Board and you will announcing that JANA has understood and you may nominated five highly-qualified men and women to stand for election toward Board from the Businesses 2022 yearly appointment off stockholders. A copy of your own page is actually filed herewith once the Display step 1. Details about the participants (as discussed in Exhibit 2) in just about any future solicitation away from proxies concerning your Organization is submitted herewith while the Exhibit dos.

Zendesk’s (this new “Company”) a long time energy so you’re able to win support to your Momentive purchase could have been fulfilled of the vociferous and you may sustained rebuke. JANA Lovers (“we”), other shareholders and sell-front analysts have criticized and you may opposed the purchase. Past Tuesday we were registered of the leading independent proxy advisory companies ISS and Mug Lewis, each of which advised Zendesk shareholders so you’re able to vote Contrary to the purchase. Into the February twenty-five th vote quickly approaching, we think Zendesk investors commonly ultimately manage to black bbw hookup conserve on their own off their own panel by voting down the Momentive transaction.

Although not, long-term ruin has been over. We feel the latest panel provides just about hoping that Zendesk often suffer a long-term dismiss so you’re able to its inherent really worth. The newest board has shown a reckless forget to have stockholder funding, an appearing readiness in order to use “questionable reasoning” when confronted, and more than has just reinforced concerns about the reputation of declining so you’re able to build relationships interested proper and you can monetary buyers into Organization. Into the current panel in the helm, we believe shareholders was constantly vulnerable to exactly what Cup Lewis recognized since the board’s “in a position, fire, aim” procedure.

To handle the destruction Zendesk’s panel has inflicted towards the investors and stop then damage, we feel brand new board need either be substituted for able to fiduciaries or reverse direction and engage curious proper and you may economic people to market the organization.

We’re nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you may Scott Ostfeld getting election for the board in the the company’s 2022 yearly meeting (biographical information less than). Such extremely licensed nominees promote personal providers Chief executive officer, CFO, COO, board and you can money experience in app and tech, plus operational, means, M&A good, loans and you may governance feel. Should you wish to explore this problem after that, we could feel reached during the (212) 455-0900.