Item 8.01. Other Events.



As previously disclosed, on June 24, 2022, Zendesk, Inc. (the "Company" or
"Zendesk") entered into an Agreement and Plan of Merger (as amended from time to
time, the "Merger Agreement") with Zoro BidCo, Inc., a Delaware corporation
("Parent"), and Zoro Merger Sub, Inc., a Delaware corporation and a direct
wholly owned subsidiary of Parent ("Merger Sub").  The Merger Agreement provides
that, upon the terms and subject to the conditions set forth therein, Merger Sub
will merge with and into the Company (the "Merger"), with the Company surviving
the Merger as a wholly owned subsidiary of Parent.

In connection with the proposed Merger, Zendesk filed with the U.S. Securities
and Exchange Commission (the "SEC") a preliminary proxy statement on July 25,
2022 and a definitive proxy statement on August 8, 2022 (the "proxy statement"),
which Zendesk first mailed to its stockholders on or about August 8, 2022.

Following the announcement of the Merger Agreement, as of the date of this
Current Report on Form 8-K, nine lawsuits challenging the Merger have been filed
(each, a "Lawsuit" and collectively, the "Lawsuits").  Five Lawsuits, captioned
Ryan O'Dell v. Zendesk, Inc. et al. (Case No. 1:22-cv-06418), Sarah Siah v.
Zendesk, Inc. et al. (Case No. 1:22-cv-06611), Matthew Whitfield v. Zendesk,
Inc. et al. (Case No. 1:22-cv-06631), Alex Ciccotelli v. Zendesk, Inc. et al.
(Case No. 1:22-cv-06654) and Catherine Coffman v. Zendesk, Inc. et al. (Case No.
1:22-cv-07047), were filed in the United States District Court for the Southern
District of New York; two Lawsuits, captioned Liam Butler v. Zendesk, Inc. et
al. (Case No. 3:22-cv-04414) and Noam Fruchter v. Zendesk, Inc. et al. (Case No.
3:22-cv-04610), were filed in the United States District Court for the Northern
District of California; one Lawsuit, captioned Richard Lawrence v. Zendesk, Inc.
et al. (Case No. 1:22-cv-01089), was filed in the United States District Court
for the District of Delaware; and one Lawsuit, captioned Joel Zalvin v. Zendesk,
Inc. et al. (Index No. 156806/2022), was filed in the Supreme Court of the State
of New York in the County of New York.  In addition, Zendesk received four
demand letters from counsel representing individual stockholders of Zendesk (the
"Demand Letters").  Zendesk also received demand letters pursuant to Section 220
of the General Corporation Law of the State of Delaware seeking inspection of
certain Zendesk books and records from counsel representing individual
stockholders of Zendesk (the "220 Demand Letters" and together with the Demand
Letters and the Lawsuits, the "Matters").  The Matters allege, among other
things, that the defendants filed or caused to be filed a materially false and
misleading proxy statement with the SEC relating to the Merger in violation of
Section 14(a) and Section 20(a) of the U.S. Securities Exchange Act of 1934, as
amended, and Rule 14a-9 promulgated thereunder.

Zendesk believes that the claims asserted in the Matters are without merit and
supplemental disclosures are not required or necessary under applicable laws.
However, in order to avoid the risk that the Matters delay or otherwise
adversely affect the Merger, and to minimize the costs, risks and uncertainties
inherent in litigation, and without admitting any liability or wrongdoing,
Zendesk has agreed to supplement the proxy statement as described in this
Current Report on Form 8-K.  Zendesk and the other named defendants deny that
they have violated any laws or breached any duties to Zendesk's stockholders.
Nothing in this Current Report on Form 8-K shall be deemed an admission of the
legal necessity or materiality under applicable laws of any of the disclosures
set forth herein.  To the contrary, Zendesk specifically denies all allegations
in the Matters that any additional disclosure was or is required.

Supplemental Disclosures to Proxy Statement in Connection with the Matters



The additional disclosures (the "supplemental disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the proxy statement
and should be read in conjunction with the disclosures contained in the proxy
statement, which should be read in its entirety.  To the extent that information
set forth in the supplemental disclosures differs from or updates information
contained in the proxy statement, the information in this Current Report on Form
8-K shall supersede or supplement the information contained in the proxy
statement.  All page references are to the proxy statement and terms used but
not otherwise defined herein shall have the meanings ascribed to such terms in
the proxy statement.

1. The following bolded language is added to the last sentence of the third full

paragraph on page 30 of the proxy statement in the section entitled "Proposal

1: Adoption of the Merger Agreement-Background of the Merger":

--------------------------------------------------------------------------------

The non-disclosure agreements with nine of the potential counterparties (including and counting the members of the Consortium and their potential co-investors as one potential counterparty) included standstill provisions with don't-ask-don't-waive provisions, and none of the standstill provisions (including the don't-ask-don't-waive provisions) are currently in effect.

2. The following bolded language is added to the fourth paragraph on page 31 of

the proxy statement in the section entitled "Proposal 1: Adoption of the

Merger Agreement-Background of the Merger":





On or around April 12, 2022, a representative of the Consortium met with Mikkel
Svane, the CEO of Zendesk, to discuss the potential transaction between the
Consortium and Zendesk.  Mr. Svane and the representative of the Consortium
discussed the potential transaction at a high level, as well as the experience
and track record of members of the Consortium in the industry.

3. The following bolded language is added to the sixth paragraph on page 33 of

the proxy statement in the section entitled "Proposal 1: Adoption of the

Merger Agreement-Background of the Merger":





Also on May 11, 2022, representatives of the Consortium and Mr. Svane met to
discuss, among other things, Zendesk's business and growth opportunities.  Mr.
Svane and the representatives also discussed the advantages and disadvantages of
operating Zendesk as a public company and the current challenging market
environment.

4. The following bolded language is added to the tenth paragraph on page 33 of

the proxy statement in the section entitled "Proposal 1: Adoption of the

Merger Agreement-Background of the Merger":





On May 16, 2022, to address Bidder 2's concerns around Zendesk's business
momentum, Mr. Svane met with the CEO of Bidder 2 to discuss underlying trends
driving Zendesk's then current business momentum and implications for the
long-term financial prospects of Zendesk's business.  Among other things, Mr.
Svane and the CEO of Bidder 2 discussed the challenges facing Zendesk in
achieving its current operating plan as well as potential actions that might be
taken to help improve Zendesk's performance.

5. The following bolded language is added to the second-to-last paragraph on page

37 of the proxy statement in the section entitled "Proposal 1: Adoption of

the Merger Agreement-Background of the Merger":





Following receipt of the June 17 Proposal and after consultation with members of
the Board of Directors, representatives of Zendesk proposed a limited duration
confidentiality agreement with JANA Partners to disclose to JANA Partners the
June 17 Proposal in the context of settlement discussions with JANA Partners.
JANA Partners agreed to enter into a limited duration confidentiality agreement
on June 18, 2022.  No consideration was provided by Zendesk to JANA Partners in
connection with the confidentiality agreement.

6. The following bolded language is added to the second full paragraph on page 40

of the proxy statement in the section entitled "Proposal 1: Adoption of the

Merger Agreement-Background of the Merger":





Representatives of Wachtell Lipton then summarized the terms of the proposed
merger agreement and financing documents compared to the terms previously
reviewed, including a reverse termination fee of approximately 6% of Zendesk's
equity value payable by the Consortium under certain circumstances, the
regulatory approvals that would be required in connection with the transaction
and the obligations of the parties in the proposed transaction documents related
to such regulatory efforts. Representatives of Wachtell Lipton also provided a
summary of a proposed retention equity award and severance program to promote
the retention of certain key employees during the pendency of a transaction.
Following discussion, the members of the Board of Directors and the compensation
committee of the Board of Directors approved the proposed compensation
arrangements. After discussion, the Board of Directors directed representatives
of Wachtell Lipton to discuss with JANA Partners the potential imminent entry by
Zendesk into definitive agreements with respect to a sale of Zendesk and
determine whether JANA Partners would be prepared to enter into an agreement to
withdraw its nominations. The Board of Directors recessed the meeting and
representatives of Wachtell Lipton contacted counsel for JANA Partners, who
expressed JANA Partners' willingness to agree, for no consideration, to withdraw
its director nomination notice effective as of 5:00 p.m. on June 24, 2022 if
Zendesk were to announce an agreement for a sale of Zendesk at the $77.50 per
share cash price no later than the opening of market on June 24, 2022.

--------------------------------------------------------------------------------

7. The following bolded language is added to the third and fourth sub-bullets of

the first bullet on page 48 of the proxy statement in the section entitled

"Proposal 1: Adoption of the Merger Agreement-Opinion of Qatalyst Partners

LP-Discounted Cash Flow Analysis":

• the cash and cash equivalents of Zendesk as of March 31, 2022, as provided by

Zendesk management, which was $1,606 million;

• the implied net present value of estimated federal tax savings due to its net

operating losses and research and development tax credits for calendar years

2028 and beyond, discounted to present value using the same range of discount

rates used in the first bullet above, which was between $115 million and $152

million depending on the discount rate used; and

8. The following bolded language is added to the first sub-bullet of the second

bullet on page 48 of the proxy statement in the section entitled "Proposal 1:

Adoption of the Merger Agreement-Opinion of Qatalyst Partners LP-Discounted


   Cash Flow Analysis":



• the face value of Zendesk's outstanding convertible debt as of March 31, 2022,

as provided by Zendesk management, which was $1,299 million; and

9. The following bolded column is added to the table on page 50 of the proxy

statement in the section entitled "Proposal 1: Adoption of the Merger

Agreement-Opinion of Qatalyst Partners LP-Selected Transactions Analysis":

--------------------------------------------------------------------------------


                                                                                                              Fully
                                                                                                             Diluted         LTM        NTM
Announcement                                                                                                Enterprise     Revenue    Revenue
    Date                        Target                                       Acquiror                       Value ($B)    Multiple    Multiple
  12/01/20      Slack Technologies, Inc.                   Salesforce, Inc.                                   $28.8         37.4x      29.0x
  03/20/18      MuleSoft, Inc.                             Salesforce, Inc.                                    $6.5         21.8x      15.7x
  04/11/22      SailPoint Technologies Holdings, Inc.      Thoma Bravo, L.P.                                   $6.9         15.7x      13.3x
  06/06/22      Anaplan, Inc.                              Thoma Bravo, L.P.                                  $10.1         16.0x      12.8x*
  10/15/18      SendGrid, Inc.                             Twilio Inc.                                         $1.8         14.3x      11.5x
  06/10/19      Tableau Software, Inc.                     Salesforce, Inc.                                   $15.7         13.2x      10.9x
  07/26/21      Medallia, Inc.                             Thoma Bravo, L.P.                                   $6.4         13.0x      10.8x
  09/18/14      Concur Technologies, Inc.                  SAP SE                                              $8.3         12.6x      10.2x
  04/26/21      Proofpoint, Inc.                           Thoma Bravo, L.P.                                  $11.3         10.8x       9.4x
  10/28/18      Red Hat, Inc.                              International Business Machines Corporation        $33.6         10.8x       9.3x
  07/28/16      NetSuite Inc.                              Oracle Corporation                                  $9.4         11.8x       9.1x
  06/01/16      Demandware, Inc.                           Salesforce, Inc.                                    $2.8         11.2x       8.9x
  08/19/21      Inovalon Holdings, Inc.                    Nordic Capital Limited                              $7.2         10.0x       8.8x
  12/07/21      Mimecast Limited                           Permira Holdings Limited                            $5.5         10.0x       8.8x
  12/03/11      SuccessFactors, Inc.                       SAP SE                                              $3.5         10.9x       8.7x
  03/08/21      Pluralsight, Inc.                          Vista Equity Partners Management, LLC               $3.8         9.8x        8.4x

02/04/19 The Ultimate Software Group, Inc. Investor Group led by Hellman & Friedman, LLC $10.9 10.0x 8.4x


  04/11/22      Datto Holding Corp.                        Kaseya Inc. & Insight Partners, LLC                 $6.0         9.7x        8.3x
  01/29/18      Callidus Software Inc.                     SAP SE                                              $2.4         9.8x        8.3x
  12/21/20      RealPage, Inc.                             Thoma Bravo, L.P.                                  $10.2         9.1x        8.2x
  12/17/17      Aconex Limited                             Oracle Corporation                                  $1.2         9.4x        8.1x
  05/22/12      Ariba, Inc.                                SAP SE                                              $4.4         8.8x        7.8x
  06/12/19      Medidata Solutions, Inc.                   Dassault Systèmes SE                                $5.8         8.8x        7.5x
  03/10/21      Talend S.A.                                Thoma Bravo, L.P.                                   $2.4         8.5x        7.4x
  11/11/18      Apptio Inc.                                Vista Equity Partners Management, LLC               $1.8         8.1x        7.0x
  12/20/13      Responsys, Inc.                            Oracle Corporation                                  $1.6         8.1x        6.9x
  12/24/18      MINDBODY, Inc.                             Vista Equity Partners Management, LLC               $1.9         7.8x        6.7x
  04/18/16      Cvent, Inc.                                Vista Equity Partners Management, LLC               $1.5         8.0x        6.5x
  06/04/13      ExactTarget, Inc.                          Salesforce, Inc.                                    $2.6         7.9x        6.5x
  12/04/19      Instructure Holdings, Inc.                 Thoma Bravo, L.P.                                   $1.9         7.7x        6.5x
  08/01/16      Fleetmatics Group PLC                      Verizon Communications, Inc.                        $2.4         7.6x        6.3x
  10/24/11      RightNow Technologies, Inc.                Oracle Corporation                                  $1.6         7.4x        6.2x
  05/31/16      Marketo, Inc.                              Vista Equity Partners Management, LLC               $1.7         7.5x        5.9x
  02/09/12      Taleo Corporation                          Oracle Corporation                                  $1.9         6.3x        5.3x
  10/23/17      BroadSoft, Inc.                            Cisco Systems, Inc.                                 $1.9         5.3x        4.6x
  06/15/15      DealerTrack Technologies, Inc.             Cox Automotive, Inc.                                $4.6         4.9x        4.1x
  05/18/16      inContact, Inc.                            NICE Ltd.                                           $1.0         4.2x        3.6x
  08/27/12      Kenexa Corporation                         International

Business Machines Corporation $1.3 4.0x 3.3x


  07/01/11      Blackboard Inc.                            Providence Equity Partners L.L.C.                   $1.8         3.7x        3.2x
  11/02/15      Constant Contact, Inc.                     Endurance 

International Group Holdings, Inc. $0.9 2.6x 2.3x


                * Based on the total consideration payable by Thoma Bravo, 

L.P. for Anaplan, Inc. as of June 2022.

10. The following bolded language is added to, and the bolded, crossed-out

language is deleted from, pages 54 and 55 of the proxy statement in the

section entitled "Proposal 1: Adoption of the Merger Agreement-Opinion of

Goldman Sachs & Co. LLC-Illustrative Discounted Cash Flow Analysis":





Using the Forecasts, Goldman Sachs performed an illustrative discounted cash
flow analysis of Zendesk. Using a mid-year discounting convention and discount
rates ranging from 10.0% to 12.0%, reflecting estimates of Zendesk's weighted
average cost of capital, Goldman Sachs discounted to present value as of March
31, 2022 (a) estimates of the unlevered free cash flows (excluding the impact of
net operating losses), which are referred to as ''UFCF,'' for the second, third
and fourth quarters of fiscal year 2022 and fiscal years 2023 through 2030 as
reflected in the Forecasts, and (b) a range of illustrative terminal values for
Zendesk, which were calculated by applying exit terminal year, next twelve
months', which we refer to as ''NTM,'' UFCF multiples ranging from 20.0x to
32.5x, to a terminal year NTM UFCF of $980 million, to be generated by Zendesk,
as reflected in the Forecasts (which analysis implied perpetuity growth rates
ranging from 5.0% to 8.9%).  Goldman Sachs derived the discount rates referenced
above by application of the Capital Asset Pricing Model, which is referred to as
"CAPM," which requires certain company-specific inputs, including Zendesk's
target capital structure weightings, the cost of long-term debt, future
applicable marginal cash tax rate and a beta for Zendesk, as well as certain
financial metrics for the United States financial markets generally. The
illustrative terminal value to NTM UFCF multiple range for Zendesk was derived
by Goldman Sachs utilizing its professional judgment and experience, taking into
account, among other things, enterprise value over NTM UFCF as of June 23, 2022
of certain publicly traded companies, as described below in the section of this
proxy statement entitled "-Selected Public Company Comparables."

--------------------------------------------------------------------------------
Goldman Sachs derived a range of illustrative enterprise values for Zendesk by
adding the ranges of present values it derived as described in the immediately
preceding paragraph. Goldman Sachs then added to the range of illustrative
enterprise values it derived for Zendesk $307 million, the amount of net cash of
Zendesk as of March 31, 2022, and the net present value of net operating losses
as reflected in the Forecasts, in each case, as provided by Zendesk management
and approved for Goldman Sachs' use by Zendesk management, to derive a range of
illustrative equity values for Zendesk. Goldman Sachs then divided the range of
illustrative equity values it derived by the corresponding number of fully
diluted outstanding shares of Zendesk common stock, calculated using the
treasury stock method, the range of which was 131 million to 132 million, as
provided by Zendesk management and approved for Goldman Sachs' use by Zendesk
management, calculated using the treasury stock method, to derive a range of
illustrative present values per share of Zendesk common stock ranging from $66
to $116, rounded to the nearest dollar.

11. The following bolded language is added to, and the bolded, crossed-out

language is deleted from, the second full paragraph on page 55 in the section

entitled "Proposal 1: Adoption of the Merger Agreement-Opinion of Goldman

Sachs & Co. LLC-Illustrative Present Value of Future Share Price":





Goldman Sachs performed an illustrative analysis of the implied present value of
an illustrative future value per share of Zendesk common stock. For this
analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2022
through 2025. Goldman Sachs first calculated the implied enterprise value per
share of Zendesk common stock as of December 31, for each of the fiscal years
2022 through 2024, by applying multiples of enterprise value to NTM revenue,
which we refer to as "EV/NTM revenue" in this section of this proxy statement,
of 4.5x to 8.0x to estimates of Zendesk's revenue for each of the fiscal years
2023 to 2025.  These illustrative EV/NTM revenue multiple estimates were derived
by Goldman Sachs utilizing its professional judgment and experience, taking into
account current and historical EV/NTM revenue multiples for Zendesk during the
six-month, one-year, three-year and five-year periods ending June 23, 2022, as
described below in the section of this proxy statement entitled ''-Historical
EV/NTM Trading Multiples.'' Goldman Sachs then added the amount of Zendesk's
forecasted net cash of $457 million, $693 million and $1,022 million as of
December 31 for each of the fiscal years 2022 to, 2023 and 2024, respectively,
each as provided by Zendesk management, from the respective implied enterprise
values in order to derive a range of illustrative equity values for Zendesk.
Goldman Sachs then divided the results by the number of projected year-end fully
diluted outstanding shares of Zendesk common stock for each of the fiscal years
2022 to 2024, calculated based on estimated annual dilution and 131 million, the
number of fully diluted shares of Zendesk common stock estimated to be
outstanding as of June 22, 2022, calculated using the treasury stock method,
each as provided and approved by Zendesk management. Goldman Sachs then
discounted the implied per share future equity values for the twelve-month
periods ending on December 31, 2022, December 31, 2023 and December 31, 2024,
respectively, back to March 31, 2022, using an illustrative discount rate of
10.9%, reflecting an estimate of Zendesk's cost of equity.  Goldman Sachs
derived such discount rate by application of CAPM, which requires certain
company-specific inputs, including a beta for the company as well as certain
financial metrics for the United States financial markets generally. This
analysis resulted in a range of implied present values per share of Zendesk
common stock of $64 to $124, rounded to the nearest dollar.

--------------------------------------------------------------------------------

12. The following bolded column is added to the table on page 56 of the proxy

statement in the section entitled "Proposal 1: Adoption of the Merger


    Agreement-Opinion of Goldman Sachs & Co. LLC-Selected Precedent Transactions
    Analysis":



                                                                                      Enterprise
                                                                                        Value
 Announcement                                                               EV/NTM       (in
   Date                 Target                      Acquiror                Revenue   billions)

   Apr 2022       SailPoint Technologies     Thoma Bravo, L.P.              13.3x         $7
                  Holdings, Inc.
   Mar 2022       Anaplan, Inc.              Thoma Bravo, L.P.              13.9x*       $10
   Jul 2021       Medallia, Inc.             Thoma Bravo, L.P.              10.8x         $6
   Apr 2021       Nuance Communications,     Microsoft Corporation          14.2x        $20
                  Inc.
   Dec 2020       Slack Technologies, Inc.   Salesforce.com, inc.           29.2x        $28
   Jun 2019       Tableau Software, Inc.     Salesforce.com, inc.           11.0x        $16
   Feb 2019       The Ultimate Software      Hellman & Friedman LLC          8.3x        $11
                  Group, Inc.
   Dec 2018       MINDBODY, Inc.             Vista Equity Partners           6.7x         $2
                                             Management, LLC
   Nov 2018       Qualtrics International    SAP SE                         15.0x         $8
                  Inc.
   Nov 2018       Apptio, Inc.               Vista Equity Partners           7.1x         $2
                                             Management, LLC
   Oct 2018       SendGrid, Inc.             Twilio Inc.                    11.5x         $2
   Oct 2018       Red Hat, Inc.              International Business          9.4x        $34
                                             Machines Corporation
   Oct 2018       Hortonworks, Inc.          Cloudera, Inc.                  5.3x         $2
   Jun 2018       Adaptive Insights, Inc.    Workday, Inc.                  10.9x         $2
   Mar 2018       MuleSoft, Inc.             Salesforce.com, inc.           15.7x         $6
   Jan 2018       Callidus Software Inc.     SAP SE                          8.3x         $2
   Jul 2016       NetSuite Inc.              Oracle Corporation              9.2x         $9
   Jun 2016       Demandware, Inc.           Salesforce.com, inc.            8.9x         $3
   Jun 2016       LinkedIn Corporation       Microsoft Corporation           6.8x        $26
   May 2016       Marketo, Inc.              Vista Equity Partners           5.9x         $2
                                             Management, LLC
   Apr 2016       Textura Corporation        Oracle Corporation              6.1x         $1
    Median                                                                   9.4x        N/A
25th Percentile                                                              7.0x
75th Percentile                                                             13.6x



13. The following bolded language is added to the first sentence of the first

full paragraph on page 57 in the section entitled "Proposal 1: Adoption of


    the Merger Agreement-Opinion of Goldman Sachs & Co. LLC-Precedent M&A
    Premia":



Goldman Sachs reviewed and analyzed, using publicly available information, the
acquisition premia for 19 all-cash acquisition transactions announced during the
time period from April 2016 through June 2022 involving a public company in the
software industry as the target where the disclosed enterprise values for the
transaction were greater than $1 billion.

14. The following bolded language is added to the last paragraph on page 60 in

the section entitled "Proposal 1: Adoption of the Merger Agreement-Opinion

of Goldman Sachs & Co. LLC-General":





Goldman Sachs has also provided certain financial advisory and/or underwriting
services to Permira and/or its affiliates and portfolio companies from time to
time for which its Investment Banking Division has received, and may receive,
compensation, including having acted as financial advisor to Permira Advisers
(UK), an affiliate of Permira, with respect to its acquisition of a majority
stake in Golden Goose in June 2020; as joint bookrunner with respect to the
initial public offering by Allegro.eu, a portfolio company of Permira, of
187,826,087 of its ordinary shares in September 2020 and the public offering of
76,500,000 of its ordinary shares in March 2021; as lead left bookrunner with
respect to the issuance by Lowell Financial Ltd., a portfolio company of
Permira, of EUR/GBP high yield bonds (aggregate principal amount of £400,000,000
plus €1,340,000,000) in October 2020; as joint bookrunner with respect to the
initial public offering by Dr. Martens plc, a portfolio company of Permira, of
350,000,000 of its ordinary shares in January 2021; as bookrunner with respect
to the sale by Permira of 12,000,000 shares of TeamViewer AG, a portfolio
company of Permira, in February 2021; as bookrunner with respect to the public
offering by Golden Goose, a portfolio company of Permira, of its Senior Secured
Notes due 2027 (aggregate principal amount of €480,000,000) in May 2021; as
bookrunner with respect to the initial public offering by Clearwater Analytics
Holdings, Inc., a portfolio company of Permira, of 34,500,000 of its Class A
common stock in September 2021; as bookrunner with respect to the initial public
. . .

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