Toward , JANA Partners LLC («JANA») issued a page toward Board of Directors (the new «Board») out-of Zendesk, Inc

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22 de junio de 2022

Toward , JANA Partners LLC («JANA») issued a page toward Board of Directors (the new «Board») out-of Zendesk, Inc

We feel he is preferably suited to work on the rest administrators to rehabilitate the company’s condition which have traders and you may push stockholder worthy of

? First Proxy Report
? Private, for usage of one’s Percentage Merely (given that enabled because of the Laws 14a-6(e)(2))
? Decisive Proxy Statement
? Decisive Additional Material
? Obtaining Matter Not as much as Laws 14a-12

We feel they are preferably ideal for run the remainder directors so you can rehabilitate the business’s standing that have dealers and drive stockholder really worth

? No percentage requisite.
? Percentage computed with the dining table below per Replace Act Code 14a-6(i)(4) and you can 0-11.
1) Identity of every category of ties that exchange is applicable:
2) Aggregate level of ties to which exchange is applicable:
3) Per tool speed or other underlying property value deal computed pursuant to change Work Laws 0-eleven (established extent on what the fresh new processing fee is calculated and condition how it was calculated):

We feel he is essentially appropriate manage the rest administrators in order to rehabilitate their status which have investors and you may drive shareholder well worth

? Have a look at container if any the main fee are offset given that available with Change Act Signal 0-11(a)(2) and you may identify brand new filing for that offsetting payment try paid down prior to now. Pick the prior submitting because of the membership report amount, or perhaps the Function or Agenda additionally the go out of their filing.
1) Count Previously Reduced:
2) Means, Agenda otherwise Registration Statement Zero.:
3) Filing Cluster:
4) Date Filed:

(brand new «Company») explaining just what JANA believes becoming high proper and you can functional missteps on behalf of brand new Panel and you will announcing one JANA enjoys understood and you may nominated five very-qualified visitors to stand for election towards Panel within Organizations 2022 annual fulfilling out of stockholders. A duplicate of your own page was filed herewith since the Display step one. Information regarding the participants (as the defined inside Exhibit dos) in just about any upcoming solicitation out of proxies regarding your Organization is registered herewith given that Exhibit dos.

Zendesk’s (this new “Company”) extended efforts so you can winnings help on Momentive purchase has been met because of the vociferous and you will suffered rebuke. JANA Couples (“we”), other shareholders and sell-front experts possess slammed and opposed the purchase. Last escort service in Eugene OR Friday we had been registered because of the top separate proxy consultative enterprises ISS and you can Cup Lewis, each of and this informed Zendesk investors so you can choose Resistant to the purchase. To your February twenty-five th vote quickly approaching, we feel Zendesk shareholders often eventually manage to save on their own off their own panel by voting along the Momentive purchase.

not, long-lasting damage might have been complete. We feel the fresh new panel has just about in hopes you to Zendesk commonly experience a long-term dismiss so you’re able to the intrinsic worthy of. The board has revealed a reckless forget getting stockholder money, an appearing maturity so you’re able to make use of “dubious need” whenever confronted, and more than recently bolstered concerns about the history of declining so you’re able to engage with interested strategic and you can monetary people into Providers. Towards the newest panel during the helm, we think investors try constantly in danger of just what Cup Lewis characterized as board’s “in a position, flame, aim” process.

To handle the destruction Zendesk’s panel has already inflicted toward shareholders and to lessen next damage, we feel new panel need be either substituted for in a position to fiduciaries or contrary direction and build relationships interested strategic and you will financial buyers to offer the firm.

We’re nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld having election into board at the the company’s 2022 yearly appointment (biographical advice less than). These highly qualified nominees promote social team Ceo, CFO, COO, panel and you will investment expertise in application and you may technical, along with functional, strategy, M&A, funds and you may governance experience. Should you wish to explore this dilemma further, we could be achieved at (212) 455-0900.