Into , JANA Lovers LLC (“JANA”) granted a page into the Board regarding Directors (brand new “Board”) of Zendesk, Inc

We think he is if at all possible appropriate work on the remainder administrators to help you rehabilitate the business’s position which have people and you may push stockholder worthy of

?	Preliminary Proxy Declaration
?	Private, for usage of your own Commission Only (once the allowed of the Rule 14a-6(e)(2))
?	Decisive Proxy Statement
?	Definitive A lot more Product
?	Soliciting Question Not as much as Rule 14a-twelve

We feel he’s ideally suitable for focus on the remainder administrators in order to rehabilitate their updates with investors and you will drive shareholder well worth

?	No payment called for.
?	Commission determined on table below for each and every Exchange Operate Laws 14a-6(i)(4) and you may 0-11.

1)	Name each and every class of bonds to which transaction enforce:
2)	Aggregate quantity of bonds to which deal enforce:

3)	For every device rate or other root value of exchange computed pursuant to replace Operate Rule 0-11 (set forth the total amount on what the latest processing commission is actually computed and condition the way it try calculated):

We believe they are preferably ideal for work at the remaining administrators in order to rehabilitate the company’s reputation that have people and you can push stockholder worthy of

?

Examine container if any the main fee is actually counterbalance just like the provided by Replace Act Laws 0-11(a)(2) and you may choose the filing for that the offsetting commission is actually paid back previously. Pick the earlier filing by the registration report amount, or perhaps the Means otherwise Agenda therefore the time of its processing.

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(brand new “Company”) explaining what JANA thinks to be tall proper and you may operational missteps on behalf of the latest Board and announcing that JANA enjoys understood and you can selected five very-accredited people to stand for election into the Panel within Company’s 2022 yearly meeting from stockholders. A duplicate of letter is recorded herewith because Exhibit step one. Information about the players (since the outlined inside the Display 2) in virtually any coming solicitation off proxies regarding your Business is registered herewith because Exhibit 2.

Zendesk’s (brand new “Company”) very long effort so you can winnings assistance toward Momentive order could have been found of the vociferous and you may suffered rebuke. JANA People (“we”), most other shareholders and sell-top experts keeps slammed and compared the acquisition. History Tuesday we were inserted of the leading separate proxy advisory enterprises ISS and you can Cup Lewis, all of which advised Zendesk shareholders to help you choose From the transaction. On the February twenty-five th choose quickly approaching, we feel Zendesk investors tend to fundamentally manage to save by cybermen dating themselves from their very own panel by the voting on the Momentive purchase.

Although not, long-term ruin might have been over. We feel the panel features just about in hopes one to Zendesk tend to endure a chronic discount in order to its inherent well worth. The brand new panel indicates a reckless disregard for stockholder capital, a seeming readiness in order to make use of “suspicious reasoning” when confronted, and most recently strengthened concerns about its history of refusing so you’re able to engage interested proper and financial customers towards Organization. For the most recent panel in the helm, we think investors are constantly vulnerable to what Mug Lewis classified once the board’s “in a position, flame, aim” procedure.

To handle the destruction Zendesk’s panel has recently inflicted towards investors also to protect against after that harm, we think the brand new panel have to either be substituted for able to fiduciaries or reverse movement and you can engage with curious proper and you can monetary customers to offer the organization.

Our company is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and Scott Ostfeld for election for the board within the business’s 2022 annual appointment (biographical advice less than). These types of very licensed nominees offer social team Ceo, CFO, COO, panel and funding experience with software and you can technical, as well as working, approach, M&A beneficial, money and you will governance feel. If you want to discuss this dilemma then, we are able to be reached in the (212) 455-0900.