We believe they are ideally appropriate work at the remainder directors so you can rehabilitate their condition having traders and drive stockholder worthy of
| ? | Original Proxy Report |
| ? | Confidential, for use of your Commission Only (just like the allowed because of the Rule 14a-6(e)(2)) |
| ? | Decisive Proxy Declaration |
| ? | Decisive More Content |
| ? | Obtaining Matter Lower than Code 14a-12 |
We feel he is ideally appropriate work at the remaining directors so you’re able to rehabilitate their standing which have people and you can drive shareholder value
| ? | Zero payment requisite. |
| ? | Payment calculated with the dining table lower than for each and every Exchange Work Signal 14a-6(i)(4) and you can 0-eleven. |
| 1) | Title of each and every group of ties to which purchase can be applied: |
| 2) | Aggregate level of securities that purchase applies: |
| 3) | For each and every tool rates or other fundamental worth of transaction determined pursuant to replace Act Code 0-eleven (set forth extent on what the submitting percentage was calculated and you may condition the way it is determined): |
We feel he is preferably ideal for work with the rest directors to rehabilitate the company’s status which have dealers and you can drive shareholder worth
| ? | Examine container or no a portion of the commission is actually offset since the available with Change Act Rule 0-11(a)(2) and you will choose the new declaring which the offsetting payment was repaid in past times. Select the last filing of the registration report amount, or perhaps the Means or Schedule in addition to big date of the filing. |
| 1) | Count In the past Repaid: |
| 2) | Mode, Plan or Subscription Report Zero.: |
| 3) | Submitting Cluster: |
| 4) | Big date Filed: |
(the “Company”) describing what JANA thinks to get tall proper and functional missteps on behalf of the newest Board and you will proclaiming you to definitely JANA have identified and nominated five highly-qualified people to represent election on Board from the Organizations 2022 yearly appointment away from stockholders. A duplicate of your page was filed herewith because the Display 1. Information about the players (while the discussed within the Showcase 2) in every coming solicitation out of proxies about your Organization is registered herewith since Display 2.
Zendesk’s (the fresh “Company”) extended energy to winnings support with the Momentive purchase has been came across from the vociferous and you can suffered rebuke. JANA Lovers (“we”), most other shareholders and sell-front side analysts has actually slammed and compared the purchase. Past Monday we had been 
registered from the leading separate proxy advisory providers ISS and you may Mug Lewis, each of which told Zendesk shareholders to choose Against the exchange. Towards March 25 th choose fast approaching, we think Zendesk investors commonly fundamentally have the ability to rescue themselves using their individual board by the voting on the Momentive deal.
However, lasting destroy could have been done. We feel the board possess just about in hopes one to Zendesk commonly suffer a persistent write off to help you the intrinsic well worth. This new panel shows a careless disregard getting shareholder money, an appearing readiness so you can resort to “dubious reasoning” when challenged, and most has just strengthened concerns about its reputation of refusing so you’re able to build relationships interested proper and you can economic people to your Organization. Into the current panel within helm, we think shareholders is actually perpetually at risk for exactly what Cup Lewis characterized just like the board’s “able, flames, aim” processes.
To address the destruction Zendesk’s board has already inflicted to your investors and lessen after that spoil, we feel the fresh new board have to either be replaced with in a position to fiduciaries otherwise reverse course and you can engage with curious proper and you can economic buyers to offer the firm.
We’re nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld to possess election towards panel at the the business’s 2022 annual conference (biographical advice below). These highly certified nominees promote public providers President, CFO, COO, panel and you will resource expertise in app and you may tech, also working, means, M&An excellent, loans and governance sense. If you want to explore this matter after that, we can feel hit on (212) 455-0900.
