To your , JANA Partners LLC (“JANA”) granted a letter with the Board of Directors (the fresh “Board”) away from Zendesk, Inc
We feel he’s essentially suited to work on the remaining directors in order to rehabilitate the company’s standing having buyers and you can drive shareholder value
| ? |
First Proxy Declaration |
| ? |
Confidential, for use of your Percentage Just (given that let by the Signal 14a-6(e)(2)) |
| ? |
Definitive Proxy Declaration |
| ? |
Decisive Even more Product |
| ? |
Obtaining Procedure Under Laws 14a-several |
We believe he or she is preferably suitable for run the rest directors in order to rehabilitate their position having people and you will push shareholder worthy of
| ? |
No commission requisite. |
| ? |
Commission calculated to the table lower than for each and every Replace Act Code 14a-6(i)(4) and you can 0-11. |
| 1) |
Name each and every group of ties to which purchase applies: |
| 2) |
Aggregate quantity of bonds that exchange applies: |
| 3) |
Per unit price and other fundamental worth of purchase computed pursuant to change Operate Signal 0-11 (established the amount on which the newest processing percentage are calculated and you may state how it was calculated): |
We think he could be preferably appropriate focus on the rest directors to rehabilitate their condition which have buyers and you will push stockholder value
| ? |
View package if any area of the percentage are offset as the provided by Replace Work Code 0-11(a)(2) and pick the latest declaring that your offsetting payment try paid down before. Select the earlier processing from the membership report amount, or even the Form or Plan and also the time of its submitting. |
| 1) |
Amount Previously Paid back: |
| 2) |
Mode, Schedule or Registration Declaration No.: |
| 3) |
Processing Party: |
| 4) |
Go out Recorded: |
(the “Company”) discussing just what JANA thinks is high strategic and you may functional missteps on behalf of the brand new Panel and you can announcing you to JANA keeps understood and you can nominated five highly-licensed people to mean election towards Board on Company’s 2022 yearly appointment of stockholders. A copy of one’s page try recorded herewith due to the fact Display step one. Factual statements about the players (once the defined during the Showcase dos) in almost any future solicitation out-of proxies regarding your Company is recorded herewith since the Showcase 2.
Zendesk’s (the brand new “Company”) extended work in order to victory support towards the Momentive purchase could have been satisfied by the vociferous and you may sustained rebuke. JANA Partners (“we”), most other shareholders and sell-top analysts provides criticized and you will compared the purchase. Last Friday we were joined of the top separate proxy consultative businesses ISS and you can Cup Lewis, both of and that advised Zendesk shareholders to help you vote Resistant to the transaction. To the February 25 th vote fast approaching, we feel Zendesk shareholders usually ultimately manage to save your self on their own off their very own board from the voting down the Momentive purchase.
Yet not, long-term destroy has been done. We feel the new board has all but in hopes one to Zendesk will experience a chronic dismiss in order to the intrinsic worth. The newest panel shows a reckless ignore to have shareholder investment, a seeming maturity in order to turn to “suspicious reasoning” whenever challenged, and more than has just reinforced concerns about the history of declining to engage with curious proper and you can economic people to your Team. Towards latest panel on helm, we feel shareholders is perpetually at risk for just what Mug Lewis distinguisheded since the board’s “ready, flame, aim” process.
To address the destruction Zendesk’s panel has inflicted toward investors and to protect against next harm, we feel the board have to be substituted for capable fiduciaries or contrary movement and you can engage interested proper and you can monetary consumers to sell the organization.
Our company is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and Scott Ostfeld to have election to your panel on their 2022 yearly fulfilling (biographical pointers below). Such extremely accredited nominees give public business President, CFO, COO, panel and you may resource experience in app and you can technical, also functional, approach, M&A good, fund and governance experience. If you want to discuss this problem then, we are able to become hit from the (212) 455-0900.