Towards the , JANA Lovers LLC (“JANA”) given a letter on Panel out of Administrators (brand new “Board”) out of Zendesk, Inc

We think he is preferably ideal for focus on the remainder administrators so you can rehabilitate the company’s reputation which have traders and drive stockholder worthy of

? Initial Proxy Declaration
? Private, for usage of Commission Merely (just like the enabled of the Code 14a-6(e)(2))
? Definitive Proxy Statement
? Decisive A lot more Material
? Soliciting Point Around Code 14a-a dozen

We think he or she is ideally suitable for work at the rest directors to help you rehabilitate their updates that have buyers and drive stockholder worthy of

? No commission necessary.
? Payment determined into the desk lower than for each Replace Operate Code 14a-6(i)(4) and you will 0-11.
1) Title of each and every category of securities to which purchase enforce:
2) Aggregate number of ties to which transaction enforce:
3) For every product speed or any other underlying property value purchase calculated pursuant to change Work Code 0-eleven (established the quantity on what the new filing commission are calculated and you can county the way it was computed):

We believe he is essentially ideal for focus on the remaining directors in order to rehabilitate the company’s position with traders and you may push shareholder really worth

? View container if any part of the fee is counterbalance as provided with Exchange Work Rule 0-11(a)(2) and you can choose the newest filing for that offsetting fee was paid prior to now. Pick the earlier processing of the membership declaration number, and/or Form otherwise Agenda and go out of the submitting.
1) Number In earlier times Paid:
2) Mode, Agenda or Subscription Report No.:
3) Submitting Class:
4) Time Recorded:

(the fresh new “Company”) detailing what JANA believes is extreme strategic and you will functional missteps on behalf of brand new Panel and you may declaring one JANA has actually recognized and you can selected four very-licensed people to are a symbol of election toward Board from the Organization’s 2022 annual fulfilling away from stockholders. A duplicate of letter is submitted herewith since the Showcase 1. Factual statements about the players (as the outlined into the Exhibit 2) in just about any upcoming solicitation away from proxies concerning your Organization is submitted herewith while the Showcase dos.

Zendesk’s (the “Company”) lengthy work so you can victory help toward Momentive acquisition might have been found because of the vociferous and you may sustained rebuke. JANA People (“we”), most other investors and sell-side experts features slammed and you may opposed the purchase. Past Monday we were joined because of the top separate proxy consultative enterprises ISS and you can Cup Lewis, both of hence advised Zendesk investors to help you choose Up against the deal. On February twenty five th vote fast approaching, we believe Zendesk shareholders have a tendency to fundamentally have the ability to cut by themselves from their individual board by the voting along the Momentive transaction.

Although not, long-lasting ruin has been over. We think the new panel provides just about in hopes that Zendesk often sustain a long-term dismiss to help you their inherent really worth. The board has shown a reckless skip to have shareholder capital, a seeming maturity to help you use “suspicious reason” when challenged, and more than recently bolstered concerns about its reputation for not wanting to build relationships interested strategic and you can economic consumers towards Team. On latest board on helm, we think investors is constantly in danger of exactly ilove dating what Mug Lewis distinguisheded since the board’s “able, flames, aim” process.

To deal with the damage Zendesk’s board has inflicted toward investors and to prevent then spoil, we believe the panel have to either be replaced with capable fiduciaries otherwise opposite direction and engage with curious strategic and financial people to offer the company.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld for election to your panel at the company’s 2022 annual fulfilling (biographical advice below). This type of highly qualified nominees give personal business Chief executive officer, CFO, COO, panel and you can money experience in application and you can technical, in addition to operational, method, M&A beneficial, funds and you may governance feel. Should you wish to talk about this matter after that, we could become reached from the (212) 455-0900.