To ?he , JANA People LLC (“JANA”) provided a letter to your Board out-of Administrators (brand new “Board”) regarding Zendesk, Inc

We believe he is ideally ideal for work on the remainder directors to rehabilitate their updates having traders and you can push stockholder worthy of

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?	Initial Proxy Declaration
?	Confidential, for usage of your own Fee Merely (because the allowed of the Rule 14a-6(e)(2))
?	Decisive Proxy Declaration
?	Definitive More Content
?	Obtaining Material Not as much as Signal 14a-several

We feel he’s if at all possible suited to work on the remaining directors to help you rehabilitate their standing having investors and you will drive stockholder worth

?	No commission called for.
?	Percentage computed on the table less than for every single Exchange Operate Laws 14a-6(i)(4) and you can 0-eleven.

1)	Label of every group of bonds that transaction can be applied:
2)	Aggregate level of ties that deal is applicable:

3)	For each and every device price or other underlying property value deal computed pursuant to displace Work Laws 0-11 (established the amount on what the new processing percentage are calculated and you will condition how it was computed):

We believe he’s if at all possible ideal for manage the rest administrators to rehabilitate the company’s standing that have people and you will drive shareholder really worth

?

Have a look at package or no the main payment is counterbalance once the provided by Exchange Operate Code 0-11(a)(2) and you will select the new declaring that offsetting percentage was paid back in earlier times. Choose the earlier processing of the subscription report number, or perhaps the Function or Agenda while the time of its processing.

1)	Number In past times Paid down:
2)	Mode, Plan otherwise Membership Declaration Zero.:
3)	Processing Group:
4)	Date Recorded:

(the newest “Company”) discussing just what JANA thinks are significant strategic and you may operational missteps with respect to the latest Board and you can announcing you to definitely JANA has understood and you may selected five highly-licensed individuals to represent election toward Panel from the Organization’s 2022 yearly meeting from stockholders. A copy of your own page are registered herewith since Exhibit 1. Details about the participants (since the outlined inside the Showcase 2) in just about any future solicitation from proxies regarding the Organization is filed herewith since the Exhibit 2.

Zendesk’s (this new “Company”) extended effort in order to win support on the Momentive order could have been met because of the vociferous and you may sustained rebuke. JANA Couples (“we”), almost every other investors and sell-front side experts provides slammed and you may opposed the purchase. History Monday we had been inserted because of the top independent proxy consultative enterprises ISS and you can Cup Lewis, all of which told Zendesk investors so you can choose From the exchange. To your February twenty five th vote approaching fast, we believe Zendesk investors commonly finally manage to save yourself on their own from their own panel of the voting along the Momentive deal.

However, long-lasting wreck has been done. We think the fresh new board has actually all but in hopes you to Zendesk usually sustain a persistent discount in order to its built-in really worth. The fresh board indicates a careless skip to have shareholder investment, a seeming maturity to help you resort to “dubious need” when challenged, and more than has just bolstered issues about the history of declining to help you engage interested strategic and you can financial customers toward Organization. For the current board from the helm, we believe shareholders was perpetually in danger of what Cup Lewis classified just like the board’s “ready, flames, aim” processes.

To deal with the damage Zendesk’s panel has already inflicted with the shareholders also to prevent further damage, we think new panel need to either be substituted for in a position to fiduciaries otherwise opposite path and you may engage interested proper and you will economic consumers to offer the company.

The audience is nominating Quincy Allen, Felicia Alvaro, Jeff Fox and you may Scott Ostfeld getting election into the panel during the the company’s 2022 yearly conference (biographical pointers lower than). These highly qualified nominees render public business Chief executive officer, CFO, COO, board and capital knowledge of software and technical, along with working, means, M&An effective, loans and you can governance feel. If you want to explore this issue then, we could end up being reached within (212) 455-0900.