On , JANA Lovers LLC (“JANA”) issued a letter to your Board away from Administrators (the new “Board”) from Zendesk, Inc

We feel he’s ideally suited to work on the remainder administrators in order to rehabilitate the company’s standing with traders and you can drive stockholder worthy of

? Original Proxy Report
? Private, for usage of Fee Only (since the let of the Laws 14a-6(e)(2))
? Definitive Proxy Report
? Definitive Additional Material
? Obtaining Question Below Code 14a-a dozen

We feel he is preferably suitable for work with the rest administrators to rehabilitate the business’s reputation having people and you will drive stockholder well worth

? No commission needed.
? Fee computed on table lower than each Change Operate Rule 14a-6(i)(4) and you will 0-eleven.
1) Identity of each group of securities to which purchase is applicable:
2) Aggregate quantity of ties that deal applies:
3) For each equipment speed or any other root value of purchase determined pursuant to restore Act Signal 0-11 (set forth the total amount about what the brand new filing payment is computed and state the way it try calculated):

We think he’s essentially suitable for focus on the rest administrators so you’re able to rehabilitate their standing having investors and you may drive stockholder worthy of

? Glance at field if any part of the percentage is actually counterbalance as provided with Exchange Work Signal 0-11(a)(2) and you may select brand new filing for that your offsetting commission are reduced prior to now. Select the previous submitting by registration declaration amount, or the Mode otherwise Schedule and big date of the submitting.
1) Matter Before Paid back:
2) Function, Plan or Registration Report No.:
3) Filing Team:
4) Go out Recorded:

(the fresh new “Company”) outlining what JANA believes to get significant proper and you may working missteps for new Panel and you may proclaiming you to definitely JANA keeps understood and you can selected five extremely-accredited individuals to are a symbol of election into the Board during the Business’s 2022 annual meeting off stockholders. A duplicate of your letter try submitted herewith because Showcase step one. Factual statements about the players (given that discussed from inside the Display 2) in any future solicitation away from proxies about your Business is filed herewith as Display dos.

Zendesk’s (the latest “Company”) lengthy energy so you can earn service on the Momentive purchase might http://www.besthookupwebsites.org/chatiw-review have been found because of the vociferous and you may sustained rebuke. JANA Couples (“we”), almost every other shareholders market-side analysts has actually slammed and you can opposed the purchase. History Friday we had been entered because of the leading separate proxy consultative providers ISS and Cup Lewis, both of hence advised Zendesk investors so you’re able to vote Contrary to the transaction. Towards the February twenty-five th choose approaching fast, we feel Zendesk investors usually in the long run have the ability to rescue themselves using their individual board because of the voting along the Momentive exchange.

not, long-lasting damage could have been done. We think the latest board possess all but assured one to Zendesk often experience a chronic dismiss to help you the intrinsic really worth. The fresh panel shows a reckless skip for shareholder capital, an appearing maturity to help you make use of “dubious reasoning” when challenged, and more than recently reinforced concerns about its reputation for not wanting to build relationships interested strategic and you will financial customers to your Team. Towards latest panel in the helm, we believe shareholders try perpetually in danger of just what Mug Lewis recognized once the board’s “in a position, fire, aim” procedure.

To handle the destruction Zendesk’s panel has recently inflicted with the investors also to protect against next harm, we believe the latest panel have to be either replaced with able to fiduciaries otherwise opposite way and you will engage interested strategic and you can financial people to sell the company.

We’re nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you will Scott Ostfeld to have election on the board during the the business’s 2022 yearly appointment (biographical advice below). These types of extremely certified nominees promote social providers Ceo, CFO, COO, board and you can investment experience with app and you can technology, and additionally working, approach, M&An excellent, money and you may governance feel. Should you wish to explore this matter next, we can end up being hit during the (212) 455-0900.