Towards the , JANA Partners LLC (“JANA”) provided a letter to the Board from Directors (brand new “Board”) of Zendesk, Inc

We feel he’s preferably appropriate manage the remaining administrators so you’re able to rehabilitate the company’s status with investors and you will push stockholder worthy of

?	Original Proxy Report
?	Confidential, to be used of your own Payment Just (given that allowed of the Signal 14a-6(e)(2))
?	Definitive Proxy Report
?	Decisive Extra Content
?	Soliciting Procedure Not as much as Rule 14a-12

We believe he is if at all possible ideal for work at the rest directors to help you rehabilitate their updates with people and you can push shareholder value

?	No payment necessary.
?	Fee determined towards the table lower than for every single Change Act Rule 14a-6(i)(4) and you may 0-eleven.

1)	Term of every family of ties that exchange enforce:
2)	Aggregate amount of ties that exchange enforce:

3)	For older women fun every product price or other hidden worth of transaction computed pursuant to exchange Act Code 0-eleven (established the amount on what the fresh processing fee was determined and condition the way it try determined):

We feel he is preferably appropriate focus on the remaining administrators to rehabilitate the business’s reputation that have people and you will drive stockholder value

?

Glance at package if any a portion of the payment is counterbalance given that available with Exchange Act Laws 0-11(a)(2) and you will choose new filing for that offsetting payment try repaid in earlier times. Identify the previous processing from the registration statement number, or the Setting or Agenda and also the date of the processing.

1)	Number In past times Reduced:
2)	Function, Schedule otherwise Membership Statement No.:
3)	Processing Cluster:
4)	Big date Recorded:

(this new “Company”) describing exactly what JANA believes become significant strategic and you will functional missteps for brand new Panel and you can announcing one JANA has understood and nominated four very-certified individuals to are a symbol of election to the Panel in the Businesses 2022 annual conference off stockholders. A duplicate of one’s letter try recorded herewith as Display step one. Factual statements about the participants (since laid out in the Exhibit 2) in almost any coming solicitation out-of proxies about your Company is recorded herewith due to the fact Display dos.

Zendesk’s (this new “Company”) lengthy energy in order to earn support toward Momentive acquisition could have been found of the vociferous and you will suffered rebuke. JANA Partners (“we”), almost every other shareholders and sell-front experts possess criticized and you can opposed the purchase. Last Saturday we were joined by the leading separate proxy advisory enterprises ISS and you can Glass Lewis, each of hence advised Zendesk investors to help you vote Against the purchase. To the March twenty five th vote approaching fast, we believe Zendesk investors tend to in the long run manage to save yourself themselves using their individual panel because of the voting down the Momentive exchange.

Although not, long-term ruin could have been complete. We feel the latest panel features all but assured you to definitely Zendesk tend to sustain a chronic disregard to its inherent worth. Brand new board indicates a reckless skip to possess shareholder financing, a seeming maturity to help you turn to “dubious need” whenever challenged, and more than recently reinforced issues about the reputation of not wanting so you can build relationships curious proper and you can monetary consumers into Business. To your latest panel in the helm, we think investors is actually perpetually at risk for exactly what Cup Lewis distinguisheded once the board’s “in a position, flame, aim” procedure.

To handle the damage Zendesk’s board has inflicted towards the shareholders and to prevent subsequent damage, we believe the fresh new panel need to either be replaced with capable fiduciaries or contrary way and build relationships interested proper and you may financial people to market the organization.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you will Scott Ostfeld to have election on board at the their 2022 yearly conference (biographical suggestions lower than). Such very accredited nominees provide public providers President, CFO, COO, panel and you can funding experience in software and you will tech, including functional, approach, M&Good, funds and governance experience. If you want to speak about this problem next, we could become reached in the (212) 455-0900.