Exhibit 99.1
Zendesk Comments on JANA Partners’ Nomination of Directors
SAN FRANCISCO, February 16, 2022 – Zendesk, Inc. (NYSE: ZEN) today issued the following statement confirming receipt of JANA Partners LLC’s notice of its intention to nominate four directors to the Zendesk Board of Directors at the Company’s 2022 annual meeting of stockholders, which has not yet been scheduled:
“We have always and will continue to welcome input from all shareholders, and in keeping with our long-held practice of maintaining a high caliber board with exceptionally qualified directors, our Nominating and Corporate Governance Committee will carefully review and evaluate these nominees. The Zendesk Board has been built by balancing the benefits of tenure and experience with the need for fresh ideas and perspectives and with a consistent view toward diversity of thought, experience and perspectives. As the Board considers its nominees in connection with the 2022 Annual Meeting, it will remain committed to these principles of independence, diversity, shareholder perspective and relevant expertise.”
Additional Information and Where to Find It
The Company plans to file a proxy statement and accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING GOLD PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY ARE FILED AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov and at the Company’s investor relations website at https://investor.zendesk.com.
Participants in Solicitation
The Company, its directors and certain of its executive officers will be participants in the Company’s solicitation of proxies from stockholders in respect of the 2022 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s proxy statement for the 2021 Annual Meeting of stockholders, filed with the SEC on April 2, 2021 (the “2021 Proxy Statement”) and the Company’s other filings with the SEC made subsequent to the date of the 2021 Proxy Statement. Details concerning the nominees of the Company’s Board of Directors for election at the 2022 Annual Meeting will be included in the Company’s proxy statement for the 2022 Annual Meeting.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding Zendesk’s financial results, operations, and other matters, including any potential proxy contest, are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this communication, including (i) the ability to complete the proposed transaction (the “proposed transaction”) with Momentive Global Inc. (“Momentive”) within the time frame anticipated or at all; (ii) the failure to realize the anticipated benefits of the proposed transaction or those benefits taking longer than anticipated to be realized; (iii) the risk that uncertainty about the proposed transaction may adversely affect relationships with Zendesk’s customers, partners, suppliers, and employees, whether or not the proposed transaction is completed; (iv) the risk that disruptions from the proposed transaction will harm Zendesk’s business, including current plans and operations; (v) current or future litigation related to the proposed transaction and the resulting expense or delay; (vi) the failure to obtain stockholder or regulatory approvals in a timely manner or otherwise; (vii) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Zendesk or
