To your , JANA Couples LLC (“JANA”) given a page towards Board out of Administrators (new “Board”) out-of Zendesk, Inc

We think he’s preferably suited to work at the remaining administrators in order to rehabilitate the business’s updates which have people and you will push stockholder value

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We believe they are ideally appropriate work with the rest directors so you can rehabilitate the business’s standing which have investors and you will push shareholder value

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We believe he is essentially suitable for manage the remaining directors so you can rehabilitate their updates that have dealers and you will push stockholder well worth

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(the new “Company”) outlining just what JANA thinks to be high strategic and functional missteps with respect to the brand new Panel and you can declaring you to JANA keeps identified and you will nominated four very-accredited visitors to stand for election with the Board during the Organization’s 2022 yearly fulfilling out-of stockholders. A duplicate of your own letter try filed herewith due to the fact Exhibit step 1. Information regarding the participants (just like the laid out in Showcase dos) in any upcoming solicitation out of proxies concerning your Business is submitted herewith once the Display dos.

Zendesk’s (the brand new “Company”) very long energy so you’re able to profit assistance towards Momentive purchase might have been fulfilled from the vociferous and sustained rebuke. JANA Lovers (“we”), most other shareholders market-front experts keeps slammed and you can compared the acquisition. Past Friday we were inserted of the leading separate proxy consultative companies ISS and you may Mug Lewis, both of hence advised Zendesk shareholders so you’re able to vote Up against the deal. To your March 25 th vote approaching fast, we believe Zendesk investors tend to ultimately be able to cut by themselves from their very own panel by voting on the Momentive deal.

not, long-term damage might have been done. We think the fresh new board has all but in hopes that Zendesk commonly endure a chronic write off to help you their intrinsic worthy of. The panel has shown a reckless ignore to possess shareholder financing, a seeming readiness so you can resort to “dubious need” whenever challenged, and most recently strengthened issues about their history of refusing to help you engage with interested strategic and you will financial consumers into Organization. Towards the current board from the helm, we think investors is constantly in danger of what Glass Lewis characterized while the board’s “ready, flame, aim” process.

To handle the destruction Zendesk’s panel has recently inflicted toward investors and also to stop then spoil, we think the fresh panel need certainly to either be replaced with able to fiduciaries otherwise opposite course and you will engage with curious proper and you may monetary customers to market the business.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld to have election on board at the business’s 2022 annual fulfilling (biographical information below). These very accredited nominees render social team President, CFO, COO, board and you can resource knowledge of application and you may technical, and additionally functional, approach, M&A beneficial, fund and governance experience. Should you wish to discuss this matter then, we are able to become hit from the (212) 455-0900.