We feel he’s if at all possible appropriate focus on the rest directors in order to rehabilitate the company’s standing having people and http://besthookupwebsites.org/fastflirting-review you can drive stockholder worth

?	Preliminary Proxy Declaration
?	Confidential, for use of your Percentage Just (because the let because of the Rule 14a-6(e)(2))
?	Decisive Proxy Statement
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We feel they are ideally suited to manage the remainder directors so you’re able to rehabilitate the company’s updates with buyers and drive shareholder really worth

?	No percentage requisite.
?	Commission determined for the dining table less than each Change Operate Signal 14a-6(i)(4) and you can 0-eleven.

1)	Term each and every class of bonds to which purchase enforce:
2)	Aggregate number of bonds that exchange enforce:

3)	For every single tool speed and other fundamental property value exchange determined pursuant to replace Act Rule 0-11 (set forth the quantity about what the latest processing commission is actually computed and condition the way it was determined):

We feel they are if at all possible suitable for work with the remaining directors to rehabilitate the company’s condition which have people and drive stockholder well worth

?

Examine container if any part of the commission are offset just like the provided by Change Operate Code 0-11(a)(2) and you can choose the new declaring that offsetting fee are paid down in the past. Select the prior processing because of the membership statement amount, or even the Means otherwise Plan plus the date of its filing.

1)	Matter Prior to now Paid back:
2)	Means, Plan otherwise Membership Report Zero.:
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(this new “Company”) describing exactly what JANA believes to be tall proper and operational missteps on the part of this new Board and you will proclaiming that JANA has actually known and nominated five very-certified individuals to are a symbol of election on Panel in the Organization’s 2022 yearly meeting from stockholders. A copy of your own letter are submitted herewith since the Exhibit step one. Information regarding the participants (since defined when you look at the Exhibit dos) in just about any future solicitation of proxies concerning your Company is submitted herewith because the Showcase 2.

Zendesk’s (the fresh new “Company”) lengthy energy so you’re able to win help toward Momentive purchase could have been satisfied because of the vociferous and you may suffered rebuke. JANA Lovers (“we”), other investors and sell-side analysts keeps criticized and opposed the purchase. Last Saturday we had been joined by leading separate proxy advisory firms ISS and Cup Lewis, all of and therefore told Zendesk shareholders so you can choose From the transaction. Into the February twenty-five th choose quickly approaching, we think Zendesk shareholders tend to fundamentally manage to help save by themselves off their very own panel from the voting on the Momentive purchase.

Yet not, lasting ruin has been done. We feel the new board possess just about in hopes you to Zendesk often suffer a long-term discount so you’re able to the intrinsic really worth. Brand new board has shown a reckless skip to own stockholder money, an appearing readiness so you can turn to “questionable cause” when challenged, and most recently strengthened concerns about the history of refusing to help you engage curious strategic and you will economic consumers on the Providers. On latest panel in the helm, we feel investors are constantly in danger of exactly what Glass Lewis characterized given that board’s “ready, flame, aim” processes.

To handle the damage Zendesk’s panel has already inflicted into the shareholders and lessen next spoil, we think the brand new board must either be replaced with in a position to fiduciaries or reverse path and you may engage with interested proper and monetary buyers to sell the business.

We are nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you may Scott Ostfeld to have election into the panel at the company’s 2022 annual meeting (biographical suggestions less than). These highly certified nominees bring social organization Chief executive officer, CFO, COO, panel and you may money expertise in application and you can technology, as well as functional, approach, M&An effective, fund and you may governance experience. If you want to discuss this dilemma further, we are able to getting achieved within (212) 455-0900.