Towards , JANA Lovers LLC (“JANA”) provided a page into Board away from Administrators (the latest “Board”) out-of Zendesk, Inc
We think he’s if at all possible appropriate manage the remaining administrators to help you rehabilitate the business’s standing having dealers and drive stockholder well worth
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We think he’s ideally ideal for work on the remainder directors so you’re able to rehabilitate the business’s standing which have investors and you can push shareholder worthy of
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Commission calculated toward desk less than for each Change Work Signal 14a-6(i)(4) and you will 0-eleven. |
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We feel he could be essentially suitable for focus on the rest administrators so you can rehabilitate the business’s condition that have dealers and you may push stockholder 
value
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(the brand new “Company”) discussing just what JANA thinks is significant strategic and you may working missteps with respect to the fresh Board and you will declaring you to definitely JANA enjoys known and selected five very-accredited men and women to represent election on Panel on Businesses 2022 annual fulfilling off stockholders. A duplicate of your letter try recorded herewith just like the Showcase step 1. Details about the players (due to the fact outlined in Showcase dos) in virtually any coming solicitation regarding proxies concerning your Business is submitted herewith given that Exhibit dos.
Zendesk’s (the newest “Company”) very long efforts to help you earn help for the Momentive acquisition has been satisfied because of the vociferous and you can sustained rebuke. JANA Lovers (“we”), other investors market-top experts has criticized and opposed the acquisition. Last Monday we were inserted from the best independent proxy advisory companies ISS and Cup Lewis, all of hence informed Zendesk shareholders to help you vote From the deal. For the March twenty five th choose fast approaching, we feel Zendesk shareholders often in the long run manage to save your self themselves using their individual board by the voting on the Momentive deal.
However, long-lasting ruin could have been done. We believe the newest panel enjoys just about in hopes you to Zendesk usually experience a chronic disregard so you can its built-in value. Brand new board has shown a careless ignore for shareholder resource, an appearing maturity in order to make use of “dubious reason” when confronted, and more than has just strengthened concerns about their reputation for not wanting to help you engage curious proper and financial consumers into Business. With the newest board during the helm, we feel shareholders are constantly vulnerable to exactly what Glass Lewis classified because the board’s “ready, flame, aim” process.
To deal with the destruction Zendesk’s board has already inflicted towards shareholders and avoid then spoil, we believe new panel have to be substituted for in a position to fiduciaries or opposite direction and engage curious strategic and you will economic consumers to offer the firm.
We are nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you will Scott Ostfeld for election to your board during the the business’s 2022 yearly appointment (biographical recommendations lower than). This type of highly certified nominees promote public providers Ceo, CFO, COO, panel and funding experience in software and you may technical, in addition to functional, means, M&A, funds and governance experience. If you want to speak about this problem then, we can become achieved at (212) 455-0900.
