Toward , JANA Lovers LLC (“JANA”) awarded a page with the Panel off Administrators (the latest “Board”) from Zendesk, Inc

We think he is if at all possible ideal for work at the remaining administrators to help you rehabilitate the Cary escort business’s position having dealers and you can drive shareholder worth

?	First Proxy Declaration
?	Private, for usage of your Commission Merely (due to the fact allowed because of the Code 14a-6(e)(2))
?	Definitive Proxy Declaration
?	Definitive Additional Product
?	Soliciting Situation Significantly less than Rule 14a-twelve

We think he is preferably suited to manage the remaining directors to help you rehabilitate their position having people and you will drive shareholder value

?	Zero commission called for.
?	Percentage calculated to your dining table lower than for every Change Operate Laws 14a-6(i)(4) and you can 0-11.

1)	Identity of each category of ties that purchase enforce:
2)	Aggregate amount of bonds that transaction applies:

3)	For every device rate and other underlying worth of deal determined pursuant to change Work Signal 0-11 (established the total amount on what brand new submitting payment are determined and you will county the way it try calculated):

We believe he or she is if at all possible appropriate work with the rest directors to help you rehabilitate their status having investors and you will push shareholder well worth

?

Have a look at package if any part of the percentage are offset because provided with Change Act Laws 0-11(a)(2) and you may identify the newest filing for that your offsetting payment is actually paid prior to now. Pick the last processing by the membership report number, or even the Means or Agenda plus the big date of the submitting.

1)	Matter Previously Paid back:
2)	Function, Plan or Membership Report No.:
3)	Filing Class:
4)	Date Recorded:

(the latest “Company”) outlining exactly what JANA thinks to get extreme proper and you can operational missteps on the behalf of the fresh Panel and you may declaring one to JANA keeps known and you will selected four very-licensed individuals to mean election towards the Panel at Businesses 2022 yearly conference out-of stockholders. A duplicate of page are submitted herewith due to the fact Exhibit step one. Facts about the players (since the defined during the Exhibit dos) in any upcoming solicitation regarding proxies concerning your Company is recorded herewith just like the Showcase 2.

Zendesk’s (the “Company”) very long efforts to help you profit support into the Momentive purchase has been met by vociferous and you can suffered rebuke. JANA Partners (“we”), most other shareholders and sell-front side experts possess slammed and you will compared the purchase. Last Monday we had been inserted of the leading independent proxy consultative providers ISS and you may Glass Lewis, both of and therefore told Zendesk investors in order to choose Against the deal. To your February 25 th vote quickly approaching, we think Zendesk investors often fundamentally manage to rescue by themselves using their very own board of the voting down the Momentive purchase.

not, long-term destroy could have been over. We believe the fresh board possess just about assured you to definitely Zendesk often experience a persistent write off to help you its inherent well worth. New panel has shown a reckless forget about having shareholder financing, a seeming readiness so you can turn to “dubious reason” whenever challenged, and more than has just reinforced concerns about the reputation for refusing so you can build relationships curious proper and you will monetary people toward Business. On newest panel at the helm, we believe shareholders was perpetually vulnerable to what Cup Lewis defined because board’s “in a position, flames, aim” process.

To address the destruction Zendesk’s panel has inflicted on investors in order to avoid after that spoil, we feel this new board need certainly to be either substituted for able to fiduciaries otherwise reverse movement and you can engage curious strategic and you will financial consumers to offer the business.

We’re nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you may Scott Ostfeld having election into panel from the the company’s 2022 annual conference (biographical suggestions below). These types of extremely qualified nominees give personal company Ceo, CFO, COO, board and you may investment expertise in application and you can technology, as well as operational, approach, M&A, loans and you may governance sense. Should you wish to talk about this problem subsequent, we are able to feel hit from the (212) 455-0900.