UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K/A
Amendment No. 2
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
1-6651
Zendesk, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 26-4411091 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
989 Market Street | 94103 | |
San Francisco, California (Address of principal executive offices) | (Zip Code) |
(415) 418-7506
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | ZEN | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2
of the Exchange Act. (Check one):Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | |||
Non-accelerated Filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Act). Yes ☐ No ☒Auditor Firm: | Auditor Firm ID: | Auditor Firm Location: | ||
Ernst & Young LLP | 42 | San Jose, California |
The aggregate market value of common stock held by
non-affiliates
of the Registrant, computed by reference to the price at which the common stock was last sold on June 30, 2022, the last business day of the Registrant’s most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was approximately $9 billion. Shares of common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status does not reflect a determination that such persons are affiliates of the Registrant for any other purpose.The number of shares of the Registrant’s Common Stock outstanding as of June 22, 2022 was 123,270,893.
EXPLANATORY NOTE
Zendesk, Inc. (“Zendesk,” the “Company,” the “Registrant” or “we”) filed its Annual Report on
Form 10-K
for the fiscal year ended December 31, 2021 (the “Original Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 15, 2022 and, on May 2, 2022, filed Amendment No. 1 to the Original Filing (“Amendment No. 1”) solely to disclose the information required in Part III (Items 10, 11, 12, 13 and 14) of the Original Filing, which information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form10-K. Due
to printer error, an incorrect version of Amendment No. 1 was filed, which omitted page 37 of Amendment No. 1 and duplicated page 38 of Amendment No.1. This Amendment No. 2 to the Original Filing is being filed solely to correct the printer error and to supplement Amendment No. 1 with the omitted page 37.Pursuant to Rule
12b-15
under the Exchange Act, the Company is including Item 15 of Part IV of this Amendment No. 2, solely to file the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 2 and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of RegulationS-K,
paragraphs 3, 4, and 5 of the certifications have been omitted. We are also not including the certifications under Section 906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 2.Except as described above, this Amendment No. 2 does not amend any other information set forth in the Original Filing or Amendment No. 1, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 2 should be read in conjunction with the Original Filing, Amendment No. 1 and with our filings with the SEC subsequent to the Original Filing, including Amendment No. 1.
PART III
ITEM 11. EXECUTIVE COMPENSATION
The section entitled “Executive Compensation—Potential payments upon termination or change in control” starting on page 36 and ending on page 38 of Amendment No. 1 is hereby amended and restated in its entirety with the following:
Potential payments upon termination or change in control
Acceleration of equity awards and severance
Mikkel Svane
Shelagh Glaser
Alex Constantinople
accelerated vesting of an amount of shares subject to the stock option and RSU award granted to her in connection with her hire that would have vested on the first anniversary of the “vesting commencement date” of each award. If Ms. Constantinople’s employment was terminated by us without “cause” on December 31, 2021, without the occurrence of a change in control, she would be entitled to (i) a lump sum severance payment equal to $261,539, and (ii) accelerated vesting of her 48,893 new hire stock options and her new hire RSU award in respect of 24,447 shares of Company common stock, which awards would have had an aggregate value of $2,549,577.63 based on the Company’s December 31, 2021 closing stock price of $104.29 per share.
Norman Gennaro
Adrian McDermott
Elena Gomez
Marc Cabi
Value of potential payments upon termination or change in control
PAYMENT ON QUALIFYING TERMINATION IN CONNECTION WITH CHANGE IN CONTROL($)
(1)
Name | Value of Accelerated Stock Options ($) (2) | Value of Accelerated Restricted Stock Units ($) (3) | Total ($) | |||||||||
Mikkel Svane, | 1,286,317 | 5,352,789 | 6,639,106 | |||||||||
Chief Executive Officer | ||||||||||||
Shelagh Glaser, | 0 | 3,702,504 | 3,702,504 | |||||||||
Chief Financial Officer | ||||||||||||
Adrian McDermott, | 878,648 | 3,392,449 | 4,271,097 | |||||||||
Chief Technology Officer | ||||||||||||
Norman Gennaro, | 767,326 | 2,966,320 | 3,733,646 | |||||||||
President, Worldwide Sales | ||||||||||||
Alex Constantinople, | 0 | 2,549,578 | 2,549,578 | |||||||||
Chief Marketing Officer | ||||||||||||
Marc Cabi, | 0 | 0 | 0 | |||||||||
Former Deputy Chief Financial Officer and Interim Principal Financial Officer | ||||||||||||
Elena Gomez, | 0 | 0 | 0 | |||||||||
Former Chief Financial Officer |
(1) | A qualifying event for a Named Executive Officer is deemed to occur when the conditions set forth in the section “Potential Payments upon Termination or Change in Control—Acceleration of Equity Awards” have been met. |
(2) | Based on a common stock price of $104.29, equal to the closing market price of the Company’s common stock on December 31, 2021, the last trading day of fiscal year 2021, less the applicable exercise price for each option for which vesting would have been accelerated. |
(3) | Based on a common stock price of $104.29, equal to the closing market price of the Company’s common stock on December 31, 2021, the last trading day of fiscal year 2021, for each Restricted Stock Unit for which vesting would have been accelerated. |
PART IV
I
TEM
15. EXHIBITS
AND
FINANCIAL
STATEMENT
SCHEDULES
(a) The following documents are filed as a part of this report:
1. | Financial Statements: |
The financial statements listed on the Index to Consolidated Financial Statements in Item 8 of the Original Filing are included in Item 8 of the Original Filing.
2. | Financial Statement Schedules |
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
3. | Exhibits |
The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated therein.
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | 10-K | 001-36456 | 32.1 | February 15, 2022 | |||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
104 | Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
# | Indicates management contract or compensatory plan, contract, or agreement. |
* | Furnished previously with the Original Filing. |
I
TEM
16. FORM
10-K
SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1, 2022.
ZENDESK, INC. | ||
By: | /s/ Shelagh Glaser | |
Name: | Shelagh Glaser | |
Title: | Chief Financial Officer |