We feel he could be essentially ideal for work on the remaining administrators to rehabilitate their position having buyers and you will push stockholder well worth

?	Initial Proxy Report
?	Private, for usage of your Fee Just (while the enabled by Laws 14a-6(e)(2))
?	Definitive Proxy Report
?	Decisive Even more Material
?	Soliciting Thing Below Code 14a-twelve

We feel he could be preferably suitable for manage the remainder administrators to help you rehabilitate the company’s position that have investors and you will drive shareholder really worth

?	Zero commission required.
?	Commission determined towards desk less than for each Exchange Work Signal 14a-6(i)(4) and 0-eleven.

1)	Name of each class of securities that transaction enforce:
2)	Aggregate number of bonds to which deal is applicable:

3)	For every single tool speed and other root value of deal computed pursuant to exchange Act Signal 0-11 (set forth extent on what this new filing fee was determined and state how it are calculated):

We feel he could be ideally suitable for work at the rest directors so you’re able to rehabilitate their standing having people and you will drive shareholder worth

?

Look at container or no part of the payment was counterbalance once the provided with Exchange Operate Signal 0-11(a)(2) and you can identify this new filing https://besthookupwebsites.org/gleeden-review/ for which the offsetting fee is reduced in the past. Pick the prior submitting because of the subscription statement count, or even the Means otherwise Agenda therefore the day of the submitting.

1)	Count In past times Repaid:
2)	Setting, Plan or Membership Declaration Zero.:
3)	Processing Class:
4)	Big date Filed:

(the fresh new “Company”) describing just what JANA believes become high proper and you can functional missteps on the part of brand new Panel and proclaiming one JANA keeps identified and you may selected five very-qualified visitors to stand for election into Panel within Organizations 2022 yearly conference of stockholders. A copy of one’s page was submitted herewith once the Display step 1. Information about the players (since discussed when you look at the Display 2) in virtually any coming solicitation out-of proxies concerning your Company is filed herewith because the Exhibit dos.

Zendesk’s (the new “Company”) very long energy to winnings support with the Momentive acquisition could have been fulfilled by vociferous and you will suffered rebuke. JANA Lovers (“we”), other investors and sell-top analysts has actually slammed and compared the acquisition. History Friday we were entered by top independent proxy advisory agencies ISS and you may Glass Lewis, both of which told Zendesk shareholders so you can choose Resistant to the deal. Into March 25 th choose fast approaching, we feel Zendesk shareholders often in the end manage to cut on their own from their own board from the voting along the Momentive transaction.

Yet not, long-lasting wreck has been complete. We think the fresh panel provides just about assured you to Zendesk usually endure a persistent disregard so you’re able to its inherent worth. The new panel has revealed a reckless skip to possess stockholder financial support, an appearing readiness to use “questionable reasoning” when confronted, and more than recently reinforced issues about the reputation for refusing to help you build relationships interested strategic and you will financial buyers into the Providers. To your newest board on helm, we think shareholders is perpetually vulnerable to exactly what Glass Lewis recognized because board’s “able, fire, aim” procedure.

To address the damage Zendesk’s panel has already inflicted toward shareholders and also to lessen subsequent harm, we feel the fresh board need to be substituted for in a position to fiduciaries or reverse path and engage with interested strategic and financial buyers to sell the business.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld for election on the panel in the their 2022 yearly conference (biographical guidance below). Such extremely licensed nominees provide public team President, CFO, COO, panel and you may funding knowledge of app and you may technology, in addition to operational, means, M&Good, fund and you may governance experience. Should you wish to talk about this matter subsequent, we can be reached in the (212) 455-0900.