On , JANA Couples LLC (« JANA ») given a page into Panel out-of Directors (the new « Board ») off Zendesk, Inc

We feel he’s ideally suited to work on the rest directors in order to rehabilitate the company’s standing with traders and you may drive stockholder worthy of

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We think he could be preferably suitable for focus on the remainder directors to help you rehabilitate the business’s reputation having dealers and you may drive stockholder worth

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We think he’s ideally suitable for run the remainder directors so you can rehabilitate their condition having traders and you will push stockholder value

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(the « Company ») describing what JANA believes to get high proper and you can working missteps on behalf of the new Board and you can proclaiming one JANA has actually understood and you will nominated five very-certified individuals are a symbol of election to your Panel at Organization’s 2022 annual fulfilling out of stockholders. A duplicate of one’s letter is actually registered herewith due to the fact Exhibit step one. Details about the players (once the outlined in Showcase dos) in almost any coming solicitation of proxies about your Organization is filed herewith because the Showcase 2.

Zendesk’s (new “Company”) a long time effort to victory help to your Momentive purchase has been met by the vociferous and you can sustained rebuke. JANA Partners (“we”), almost every other shareholders and sell-front side analysts has actually slammed and you can opposed the acquisition. Past Saturday we had been entered of the top independent proxy consultative companies ISS and you can Mug Lewis, all of and this informed Zendesk shareholders in order to choose Resistant to the transaction. With the February twenty five th vote approaching fast, we feel Zendesk investors have a tendency to finally manage to rescue themselves off their individual panel because of the voting down the top asian hookup app Momentive exchange.

But not, long-term wreck could have been complete. We believe the new panel provides just about hoping one Zendesk have a tendency to suffer a long-term write off to help you their intrinsic value. The new panel has shown a reckless disregard getting stockholder financial support, an appearing readiness so you’re able to resort to “suspicious reasoning” whenever challenged, and more than has just bolstered concerns about the reputation of refusing so you can engage with curious strategic and you will financial people to your Company. Into the current panel from the helm, we believe shareholders is actually perpetually in danger of what Cup Lewis recognized once the board’s “in a position, flame, aim” techniques.

To address the damage Zendesk’s panel has already inflicted into investors and also to avoid then damage, we feel the new board need to be replaced with in a position to fiduciaries otherwise contrary way and you can build relationships curious proper and you can financial buyers to offer the firm.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld having election on the panel in the the company’s 2022 annual conference (biographical suggestions below). These types of extremely accredited nominees give personal business President, CFO, COO, board and you will financial support knowledge of app and you may tech, together with working, strategy, M&An effective, loans and you will governance sense. Should you wish to speak about this matter further, we could feel attained at the (212) 455-0900.