To ?he , JANA Lovers LLC (“JANA”) provided a letter for the Board out-of Administrators (this new “Board”) away from Zendesk, Inc

We feel he could be if at all possible ideal for work at the remaining administrators in order to rehabilitate their position that have investors and you may push shareholder really worth

?	Original Proxy Declaration
?	Confidential, to be used of your Payment Just (as permitted by the Code 14a-6(e)(2))
?	Definitive Proxy Declaration
?	Decisive A lot more Material
?	Obtaining Point Under Rule 14a-a dozen

We think they are essentially ideal for focus on the rest directors to rehabilitate their status with dealers and you may push stockholder worthy of

?	No fee necessary.
?	Fee computed for the table lower than for every Replace Work Laws 14a-6(i)(4) and 0-eleven.

1)	Title of each class of bonds that purchase enforce:
2)	Aggregate amount of securities that transaction enforce:

3)	For every device price and other root worth of exchange calculated pursuant to restore Work Laws 0-eleven (set forth extent about what this new filing commission is actually calculated and you will condition how it is computed):

We feel they are ideally suited to manage the remaining administrators to rehabilitate the business’s standing having people and you may push stockholder worthy of

?

See package if any an element of the payment was counterbalance given that provided with Replace Work Rule 0-11(a)(2) and select this new filing for that the offsetting payment is actually reduced in earlier times. Pick the earlier processing by the registration report amount, or the Means otherwise Schedule plus the date of the filing.

1)	Amount Before Paid off:
2)	Function, Plan or Registration Report No.:
3)	Filing Party:
4)	Go out Filed:

(new “Company”) explaining exactly what JANA thinks becoming high proper and functional missteps on the part of brand new Board and announcing one JANA possess known and you can selected five extremely-qualified people to are a symbol of election towards the Panel during the Organization’s 2022 yearly fulfilling regarding stockholders. A duplicate of one’s page is actually recorded herewith once the Display step 1. Details about the players (while the outlined in Showcase dos) in any future solicitation away from proxies about your Organization is filed herewith due to the fact Display dos.

Zendesk’s (the latest “Company”) a long time efforts to winnings assistance for the Momentive order has been found from the vociferous and sustained rebuke. JANA Partners (“we”), almost every other investors market-front experts has criticized and you can compared the acquisition. History Tuesday we were joined of the leading separate proxy consultative enterprises ISS and you will Glass Lewis, all of and that told Zendesk investors to help you choose From the purchase. On March twenty five th vote fast approaching, we feel Zendesk shareholders often fundamentally manage to rescue themselves using their own board from the voting on the Momentive purchase.

However, long-lasting wreck has been complete. We think this new panel has actually just about hoping one to Zendesk often suffer a chronic disregard in order to its built-in well worth. Brand new panel shows a reckless skip getting stockholder investment, a seeming maturity so you can make use of “questionable reasoning” when confronted, and most recently reinforced concerns about their history of declining in order to build relationships interested proper and you can financial buyers toward Company. On latest panel on helm, we feel shareholders is constantly in danger of exactly what Mug Lewis defined because board’s “ready, flame, aim” procedure.

To handle the destruction Zendesk’s panel has recently inflicted toward shareholders and also to lessen subsequent spoil, we believe the fresh new board must either be replaced with in a position to fiduciaries or contrary course and you will engage with curious proper and you may monetary buyers to offer the organization.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you will Scott Ostfeld having https://www.besthookupwebsites.org/fuckbookhookup-review election on board in the the business’s 2022 annual fulfilling (biographical guidance below). This type of very licensed nominees bring social team Ceo, CFO, COO, panel and you can investment experience in app and you can technology, as well as functional, strategy, M&A good, fund and you can governance feel. Should you wish to explore this problem subsequent, we are able to become attained in the (212) 455-0900.