Jana Partners DFAN14A Additional proxy materials by non-management

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☑	Soliciting Material Under Rule 14a-12

Zendesk, Inc.

(Name of Registrant as Specified in Its Charter)

JANA Partners LLC

JANA Special Situations Management, LP

Barry Rosenstein

Quincy Allen

Felicia Alvaro

Jeff Fox

Scott Ostfeld

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On June 24, 2022, JANA Partners LLC ("JANA") withdrew its proxy materials filed in connection with the 2022 annual meeting of stockholders (the "2022 Annual Meeting") of Zendesk, Inc. (the "Company") and ceased any related solicitation.  In connection therewith, JANA Strategic Investments Benchmark Master Fund, L.P. has withdrawn its letter, dated February 16, 2022, delivered to the Company, giving notice of JANA's intent to nominate individuals for election to the Company's board of directors at the 2022 Annual Meeting.