We think he’s if at all possible appropriate work on the remainder administrators to rehabilitate their status which have investors and push stockholder well worth

?	Initial Proxy Declaration
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?	Decisive Additional Materials
?	Obtaining Situation Around Laws 14a-twelve

We think he’s ideally appropriate work on the rest administrators so you can rehabilitate the company’s status which have buyers and you will push stockholder value

?	Zero commission necessary.
?	Payment computed toward dining table below for each and every Replace Operate Laws 14a-6(i)(4) and you can 0-eleven.

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1)	Term of every category of bonds to which transaction can be applied:
2)	Aggregate number of bonds that purchase can be applied:

3)	Each device speed and other root value of deal calculated pursuant to change Work Code 0-eleven (established the amount on which the brand new submitting payment was calculated and you can county the way it is actually computed):

We believe he or she is if at all possible ideal for work on the rest directors to rehabilitate their updates having dealers and you will drive stockholder really worth

?

Check box or no a portion of the percentage is actually counterbalance as provided with Replace Work Rule 0-11(a)(2) and you will identify brand new filing for that your offsetting commission try paid prior to now. Identify the previous submitting by the registration statement number, and/or Function or Schedule plus the go out of its processing.

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(the fresh new “Company”) detailing exactly what JANA thinks to get tall proper and functional missteps on the part of brand new Board and you may declaring you to definitely JANA has known and you will selected five highly-licensed individuals to represent election towards Panel within Company’s 2022 annual fulfilling off stockholders. A duplicate of your letter is recorded herewith given that Showcase step one. Facts about the players (as the outlined in Display 2) in any coming solicitation away from proxies concerning your Company is filed herewith once the Display 2.

Zendesk’s (the “Company”) very long energy to help you profit service towards the Momentive buy has been met by the vociferous and you can sustained rebuke. JANA Couples (“we”), other shareholders market-front side experts provides criticized and you will compared the purchase. History Monday we had been inserted because of the top separate proxy consultative agencies ISS and you may Cup Lewis, all of and that advised Zendesk investors so you can vote Contrary to the deal. With the February 25 th choose quickly approaching, we think Zendesk investors commonly finally manage to rescue on their own using their own board by voting on the Momentive exchange.

Although not, long-term ruin might have been done. We feel the latest panel possess all but in hopes you to definitely Zendesk commonly sustain a persistent dismiss so you can its built-in worth. The brand new panel has revealed a reckless forget about getting shareholder financial support, an appearing maturity so you’re able to resort to “dubious cause” when confronted, and most recently reinforced issues about its history of refusing to help you engage interested strategic and you may financial customers with the Company. For the current panel during the helm, we feel investors is actually perpetually at risk for exactly what Glass Lewis classified since the board’s “ready, flames, aim” procedure.

To deal with the damage Zendesk’s board has already inflicted towards the shareholders in order to prevent then damage, we think the brand new panel need be replaced with in a position to fiduciaries otherwise contrary course and you may build relationships curious strategic and you may monetary buyers to market the company.

Our company is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld having election to your panel on their 2022 annual appointment (biographical guidance below). Such extremely accredited nominees give personal company Chief executive officer, CFO, COO, board and investment knowledge of application and technology, including working, strategy, M&A beneficial, financing and you can governance sense. Should you wish to explore this dilemma next, we can feel attained within (212) 455-0900.