Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2022, Michelle Wilson notified Zendesk, Inc. (the "Company") of her
decision to resign from the Company's Board of Directors (the "Board"),
effective immediately, due to personal reasons. The Board has appointed Archana
Agrawal as Chair of the Board's Nominating and Corporate Governance Committee
following Ms. Wilson's resignation. Ms. Wilson's resignation is not due to any
disagreement with the Company.
Also, on July 6, 2022, Carl Bass and Thomas Szkutak notified the Company that
they will not stand for reelection to the Board at the Company's 2022 annual
meeting of stockholders (the "Annual Meeting"). Mr. Bass and Mr. Szkutak will
continue to serve as directors until the Annual Meeting. The decisions of
Messrs. Bass and Szkutak not to stand for reelection are not due to any
disagreement with the Company.
The Company and the Board are grateful to Ms. Wilson, Mr. Bass, and Mr. Szkutak
for their many contributions to the Company.
On July 6, 2022, the Board appointed Ronald Pasek to the Board as a Class II
director, effective that day. Mr. Pasek has also been nominated by the Board to
stand for election as a Class II director at the Annual Meeting. Concurrent with
his appointment to the Board, Mr. Pasek was appointed to the Audit Committee of
the Board.
There are no arrangements or understandings between Mr. Pasek and any other
persons pursuant to which he was selected to serve as a director. Additionally,
there are no transactions involving the Company and Mr. Pasek that the Company
would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Pasek will be entitled to receive compensation for his Board and committee
service in accordance with the Company's standard compensation arrangements for
non-employee directors pursuant to the Company's Amended and Restated
Non-Employee Director Compensation Policy (the "Non-Employee Director
Compensation Policy"), which is filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on April
30, 2019, as adjusted by the Board from time to time. The Company has also
entered into its standard form of Indemnification Agreement with Mr. Pasek in
connection with his appointment to the Board.
In connection with the decisions of Messrs. Bass and Szkutak not to stand for
reelection at the Annual Meeting, the Board approved a reduction in the size of
the Board to eight (8) members, and a reduction in the Class II size to three
(3) members, effective as of the Annual Meeting.
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