Item 2.02. Results of Operations and Financial Condition.
On July 28, 2022, Zendesk, Inc. (the "Company") issued a press release
announcing its results for the quarter ended June 30, 2022. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act, regardless of any general incorporation language in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory; Arrangements of Certain Officers.
On July 26, 2022, the Company and Alex Constantinople entered into a Transition
and Separation Agreement and Release (the "Transition Agreement"), under which
Ms. Constantinople will continue to serve in her role as Chief Marketing Officer
of Zendesk through September 30, 2022 (or such earlier date as the company may
determine), at which time Ms. Constantinople's employment with the company will
end. In consideration of the foregoing, and subject to execution of a release of
claims at the end of employment, Ms. Constantinople will receive: (a) a lump sum
cash payment equal to approximately $210,000 (six months of her current base
salary), (b) immediate vesting of any then- unvested stock options and
time-vesting restricted stock unit awards (excluding the award granted to her
June 23, 2022) that are otherwise scheduled to vest on or before March 31, 2023,
and (c) a prorated portion of her target bonus for the nine-month period of
service during the fiscal year equal to approximately $189,000 (paid at such
time as annual bonuses are payable). In addition, the Company has waived an
obligation that Ms. Constantinople otherwise has to repay an amount equal to
approximately $170,000, representing a portion of the signing bonus she received
when she commenced employment with the company in 2021. By entering into this
Transition Agreement, Ms. Constantinople ceases to be eligible to receive any
payments or benefits under any other severance or equity acceleration plans of
the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Zendesk, Inc., dated July 28, 2022.
99.2 Transition and Separation Agreement and Release, dated as of July 26,
2022, between Zendesk, Inc. and Alex Constantinople.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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