UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2022, the Compensation Committee of the Board of Directors of Zendesk, Inc. (the “Company”) adopted a form of performance restricted stock unit award agreement (the “Award Agreement”) for executive employees, to be issued pursuant to the Company’s 2014 Stock Option and Incentive Plan, as amended from time to time (the “2014 Plan”).
The Award Agreement consists of awards of performance restricted stock units (“PSUs”) with respect to the common stock of the Company, $0.01 par value per share. PSU awards made under the Award Agreement may be earned up to a specified percentage of the Target Award (as defined in the Award Agreement) based on achievement of the Company’s total shareholder return relative to the Russell 3000 Index and annual revenue growth rate goals. Subject to the continued employment of the executive and achievement of applicable goals set forth in the Award Agreement, 25% of the PSUs will vest upon the first anniversary of the vesting commencement date and the remaining 75% of the PSUs shall vest in 36 equal monthly installments thereafter.
The foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Award Agreement filed as Exhibit 99.1 to this report.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Form of Performance Restricted Stock Unit Award Agreement (Relative TSR and Revenue Growth) under the Zendesk, Inc. 2014 Stock Option and Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Zendesk, Inc. | ||||||
| March 3, 2022 | By: | /s/ Shelagh Glaser | ||||
| Name: | Shelagh Glaser | |||||
| Title: | Chief Financial Officer (Principal Financial Officer) | |||||