On the , JANA Lovers LLC (“JANA”) granted a page towards Panel out of Administrators (the newest “Board”) out-of Zendesk, Inc

We think he’s essentially ideal for manage the rest directors so you can rehabilitate the business’s reputation with investors and you can push shareholder worthy of

?	First Proxy Statement
?	Confidential, to be used of one’s Commission Merely (just like the permitted by Laws 14a-6(e)(2))
?	Definitive Proxy Report
?	Definitive Extra Information
?	Soliciting Material Around Laws 14a-several

We think he or she is essentially ideal for manage the remainder directors so you’re able to rehabilitate the company’s reputation which have traders and you may push stockholder really worth

?	Zero percentage called for.
?	Payment computed towards the table below per Replace Act Laws 14a-6(i)(4) and you will 0-11.

1)	Label of any category of bonds to which purchase enforce:
2)	Aggregate amount of bonds that transaction can be applied:

3)	For every device rates or any other fundamental property value exchange computed pursuant to exchange Act Code 0-11 (established extent on which the brand new processing percentage is actually determined and you may condition how it are determined):

We feel he is ideally suitable for run the remaining administrators in order to rehabilitate the company’s standing that have traders and you can push shareholder worth

?

See container if any an element of the percentage is counterbalance because the available with Exchange Operate Rule 0-11(a)(2) and you may choose the declaring that offsetting payment was reduced prior to now. Pick the earlier processing because of the subscription report count, or even the Form or Plan and also the day of its filing.

1)	Amount In the past Paid down:
2)	Function, Schedule otherwise Subscription Declaration Zero.:
3)	Filing Cluster:
4)	Time Recorded:

(the brand new “Company”) outlining exactly what JANA thinks becoming significant proper and you may functional missteps with respect to the fresh Board and you may announcing one to JANA has actually understood and you will nominated five very-certified men and women to are a symbol of election towards Board within Business’s 2022 annual meeting out of stockholders. A copy of your letter is submitted herewith as the Display 1. Details about the players (due to the fact defined in Display dos) in virtually any upcoming solicitation off proxies regarding the Organization is registered herewith since Display dos.

Zendesk’s (the new “Company”) extended work in order to profit assistance to your Momentive purchase might have been fulfilled of the vociferous and you can sustained rebuke. JANA Lovers (“we”), most other investors and sell-top analysts has criticized and opposed the purchase. Last Saturday we had been registered by the best independent proxy consultative agencies ISS and Cup Lewis, each of and this advised Zendesk investors to help you choose Contrary tendermeets com to the exchange. Into the March twenty-five th vote approaching fast, we feel Zendesk shareholders usually ultimately be able to rescue themselves from their own board by the voting along the Momentive exchange.

Although not, long-term destroy has been done. We feel the latest panel have all but hoping one Zendesk commonly endure a persistent dismiss in order to the built-in worthy of. The new board shows a careless forget about to own shareholder resource, an appearing maturity to help you use “dubious need” when confronted, and most recently strengthened concerns about the reputation of refusing so you’re able to engage interested strategic and you can economic consumers toward Company. Into newest panel on helm, we feel shareholders try perpetually at risk for just what Mug Lewis recognized just like the board’s “in a position, flame, aim” process.

To handle the damage Zendesk’s board has already inflicted towards shareholders and to prevent then spoil, we believe brand new board need to either be substituted for in a position to fiduciaries or opposite course and build relationships interested proper and you can monetary customers to sell the business.

Our company is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld to possess election to the board in the the business’s 2022 yearly appointment (biographical information less than). These types of very qualified nominees provide personal organization Ceo, CFO, COO, panel and you will financial support knowledge of application and you will technical, in addition to operational, means, M&Good, finance and you may governance sense. If you want to explore this matter after that, we could feel reached on (212) 455-0900.