Toward , JANA Partners LLC (“JANA”) given a letter to the Board off Directors (this new “Board”) off Zendesk, Inc
We think they are essentially ideal for work on the remainder administrators so you’re able to rehabilitate their status that have traders and push stockholder well worth
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Original Proxy Declaration |
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Definitive Proxy Statement |
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We believe he is if at all possible suitable for work at the remaining directors so you can rehabilitate the business’s condition which have traders and you will push shareholder value
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We believe he is if at all possible ideal for focus on the remainder directors so you can rehabilitate the company’s reputation that have dealers and you may drive stockholder worth
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(the latest “Company”) explaining just what JANA thinks becoming tall strategic and operational missteps for brand new Panel and you can declaring you to definitely JANA has recognized and you will nominated four extremely-qualified individuals to are a symbol of election to the Board on Business’s 2022 yearly meeting from stockholders. A copy of one’s letter is submitted herewith due to the fact Exhibit 1. Information regarding the participants (as outlined in the Exhibit 2) in any upcoming solicitation of proxies concerning your Company is recorded herewith given that Exhibit 2.
Zendesk’s (the new “Company”) a long time effort to help you win service towards the Momentive acquisition has been fulfilled by vociferous and you may suffered rebuke. JANA Couples (“we”), almost every other shareholders and sell-side experts enjoys slammed and you will opposed the purchase. Last Friday we had been registered by leading independent proxy advisory agencies ISS and you will Cup Lewis, each of and this informed Zendesk investors in order to choose From the transaction. Toward February twenty five th vote fast approaching, we feel Zendesk shareholders will eventually manage to save themselves off their individual board by the voting down the Momentive transaction.
But not, lasting ruin has been done. We believe the newest board have just about in hopes that Zendesk tend to sustain a persistent dismiss to help you its inherent well worth. The fresh new board indicates a reckless skip to possess shareholder investment, a seeming readiness to help you resort to “dubious cause” whenever challenged, and most recently bolstered concerns about its reputation of refusing to help you engage curious proper and you will economic customers on the Company. On most recent panel at helm, we believe shareholders is constantly in danger of just what Glass Lewis defined because board’s “ready, flame, aim” techniques.
To handle the destruction Zendesk’s board has inflicted to your shareholders also to lessen subsequent spoil, we think the fresh new panel have to be substituted for in a position to fiduciaries otherwise reverse direction and you may engage with curious strategic and you may monetary people to market the firm.
We have been nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you can Scott Ostfeld to have election for the board at the company’s 2022 annual appointment (biographical recommendations less than). This type of highly qualified nominees render public team Ceo, CFO, COO, board and you can funding experience in software and you will tech, also functional, means, M&A beneficial, loans and you will governance sense. Should you wish to mention this dilemma further, we could end up being achieved during the (212) 455-0900.
