Towards the , JANA Lovers LLC (“JANA”) granted a page towards Panel away from Directors (brand new “Board”) out-of Zendesk, Inc

We think he could be preferably ideal for manage the rest administrators to rehabilitate their updates having buyers and you can push stockholder really worth

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?	Definitive Proxy Report
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We think he could be ideally suitable for work with the remaining administrators so you can rehabilitate the business’s reputation which have dealers and you can push shareholder worth

?	Zero commission required.
?	Commission determined into desk less than for each and every Exchange Act Rule 14a-6(i)(4) and you will 0-eleven.

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3)	For each and every product rate or any other root worth of deal determined pursuant to change Operate Signal 0-eleven (established the amount on what new processing commission is actually calculated and state the way it was determined):

We believe he or she is preferably suitable for work with the rest administrators in order to rehabilitate the company’s position with traders and you may push stockholder worth

Examine box if any part of the percentage is offset as available with Exchange Act Code 0-11(a)(2) and you will identify the fresh filing for that the offsetting fee try paid off in earlier times. Pick the earlier processing from the membership report amount, or even the Setting or Schedule while the big date of its processing.

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(the fresh new “Company”) discussing exactly what JANA thinks are significant strategic and you will operational missteps for the brand new Board and you can proclaiming one JANA have identified and you will selected four extremely-accredited visitors to represent election towards Board in the Business’s 2022 yearly meeting regarding stockholders. A copy of your own page are registered herewith due to the fact Showcase 1. Factual statements about the participants (due to the fact outlined inside the Display 2) in every future solicitation away from proxies regarding your Business is submitted herewith due to the fact Display 2.

Zendesk’s (the latest “Company”) lengthy efforts so you’re able to victory support with the Momentive buy could have been found of the vociferous and you may sustained rebuke. JANA Lovers (“we”), most other investors market-top experts keeps slammed and opposed the acquisition. Last Monday we had been entered of the top independent proxy consultative businesses ISS and you will Cup Lewis, both of and therefore told Zendesk investors to help you vote Resistant to the transaction. To your March twenty five th vote quickly approaching, we believe Zendesk investors usually in the long run manage to save yourself on their own off their very own board by the voting along the Momentive deal.

Although not, long-lasting wreck might have been done. We feel this new board has actually all but hoping you to Zendesk often endure a long-term discount so you’re able to its built-in really worth. The new panel has revealed a reckless disregard to have shareholder resource, a seeming maturity in order to resort to “suspicious reason” whenever confronted, and more than recently strengthened issues about the reputation for refusing so you’re able to engage with curious strategic and you will monetary consumers for the Providers. Toward current board during the helm, we think shareholders was perpetually vulnerable to just what Glass Lewis distinguisheded because board’s “able, flames, aim” process.

To deal with the damage Zendesk’s panel has already inflicted into the investors and lessen after that damage, we feel brand new panel have to be replaced with capable fiduciaries otherwise reverse direction and build relationships curious proper and you can economic buyers to offer the business.

We’re nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you will Scott Ostfeld having election on board on the business’s 2022 annual meeting (biographical suggestions lower than). Such extremely accredited nominees provide public providers Ceo, CFO, COO, panel and you can money experience in application and technology, and working, means, M&An effective, finance and governance experience. Should you wish to talk about this problem after that, we could be achieved in the (212) 455-0900.