SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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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

þ 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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JANA Partners LLC today sent the following letter to the Zendesk, Inc. (NYSE: ZEN) Board of Directors:

 

March 28, 2022

Board of Directors

Zendesk, Inc.

989 Market Street

San Francisco, CA 94103

Members of the Board,

As you know, we have announced our intention to nominate four highly qualified directors to Zendesk, Inc.’s (“Zendesk” or the “Company”) Board of Directors (“Board”). To that end, we are deeply concerned by your failure to set a date for the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”).

Since 2017, Zendesk has held its annual meeting between May 16 and May 29, with a corresponding record date typically set between March 20 and April 1. Last year, Zendesk set a record date of March 22. Given the SEC requirement that Zendesk provide 20 business days’ advance notice of the record date to banks and brokers, if the Company fails to start this process today, the earliest the Company could possibly set this year’s record date under applicable SEC and NYSE rules would be April 27, 2022.

As of the time of this letter on March 28, 2022, Zendesk has yet to provide any notice of the record date or 2022 Annual Meeting. We are left with no other conclusion that the Company, at the behest of the Board, is seeking to delay its annual meeting, impact the shareholder register, and squelch shareholders’ rightful opportunity to have their voices heard. It would be ill-advised for the Board to continue to pursue any entrenchment tactics.

Accordingly, we urge the Board to take immediate action to set the record date and 2022 Annual Meeting.

Sincerely,

Barry Rosenstein

Managing Partner

JANA Partners LLC

About JANA Partners LLC

JANA Partners LLC was founded in 2001 by Barry Rosenstein. JANA typically applies a fundamental value discipline to identify undervalued public companies and utilizes shareholder engagement to unlock that value.

Important Information

JANA Partners LLC, JANA Special Situations Management, LP, Barry Rosenstein (“collectively JANA”), Quincy Allen, Felicia Alvaro, Jeff Fox and Scott Ostfeld (collectively and together with JANA, the “Participants”) intend to file with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of WHITE proxy to be used in connection with the solicitation of proxies from the stockholders of Zendesk, Inc. (“Zendesk” or the “Company”) in connection with the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). All stockholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies, each in connection with the 2022 Annual Meeting, by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying WHITE proxy card will be furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/.

Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the preliminary proxy statement filed by the Participants with the SEC on March 17, 2022. This document is available free of charge from the source indicated above.

Disclaimer

This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release and the material contained herein are for general information only, and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are “forward-looking statements,” which are not guarantees of future performance or results, and the words “will,” “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. JANA disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results.

Contacts:

Media
Gasthalter & Co.
Nathanial Garnick/Amanda Shpiner
(212) 257 4170

JANA@gasthalter.com

Investors
IR@janapartners.com

Edward McCarthy

D.F. King & Co., Inc.

(212) 269-5550

ZEN@dfking.com