Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 19, 2022, Zendesk, Inc. ("Zendesk" or the "Company") held a special
meeting of stockholders (the "Special Meeting") to consider certain proposals
related to the Agreement and Plan of Merger, dated as of June 24, 2022 (as
amended from time to time, the "Merger Agreement"), by and among the Company,
Zoro BidCo, Inc. and Zoro Merger Sub, Inc., pursuant to which, upon the terms
and subject to the conditions set forth therein, Zoro Merger Sub, Inc. will
merge with and into the Company, with the Company surviving as a wholly owned
subsidiary of Zoro BidCo, Inc (the "Merger").
As of August 4, 2022, the record date for the Special Meeting, there were
123,465,884 shares of common stock, par value $0.01 per share, of the Company
("Common Stock") outstanding and entitled to vote at the Special Meeting. At the
Special Meeting, a total of 92,906,945 shares of Common Stock, representing
approximately 75.24% of the voting power of the issued and outstanding shares of
Common Stock, were present in person or represented by proxy, constituting a
quorum.
At the Special Meeting, the following proposals were considered:
1. a proposal to adopt the Merger Agreement (the "Merger Agreement Proposal");
2. a proposal to approve, on an advisory (nonbinding) basis, the compensation
that may be paid or become payable to Zendesk's named executive officers that
is based on or otherwise related to the Merger Agreement and the transactions
contemplated by the Merger Agreement (the "Compensation Proposal"); and
3. a proposal to adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies if there were insufficient votes to adopt the
Merger Agreement at the time of the Special Meeting (the "Adjournment
Proposal").
The Merger Agreement Proposal, the Compensation Proposal and the Adjournment
Proposal were approved by the requisite vote of the Company's stockholders.
Final voting results for each such proposal are described below. For more
information on each of these proposals, see the definitive proxy statement filed
by Zendesk with the U.S. Securities and Exchange Commission (the "SEC") on
August 8, 2022.
1. Merger Agreement Proposal:
For Against Abstain Broker Non-Votes
76,553,793 15,187,726 1,165,426 N/A
2. Compensation Proposal:
For Against Abstain Broker Non-Votes
69,812,584 20,600,829 2,493,532 N/A
3. Adjournment Proposal:
For Against Abstain Broker Non-Votes
72,377,700 20,234,634 294,611 N/A
Completion of the Merger remains subject to the satisfaction of customary
closing conditions, including regulatory approvals.
Item 8.01 Other Events.
On September 19, 2022, Zendesk issued a press release announcing the voting
results of the Special Meeting. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release of Zendesk, Inc., dated as of September 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Statement Regarding Forward-Looking Statements
This communication includes information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements include those set forth above
relating to the proposed transaction as well as those that may be identified by
words such as "will," "intend," "expect," "anticipate," "should," "could" and
similar expressions. These statements are subject to risks and uncertainties,
and actual results and events could differ materially from what presently is
expected, including regarding the proposed transaction. Factors leading thereto
may include, without limitation, the risks related to the Ukraine conflict or
the COVID-19 pandemic on the global economy and financial markets; the
uncertainties relating to the impact of the Ukraine conflict or the COVID-19
pandemic on Zendesk's business; economic or other conditions in the markets
Zendesk is engaged in; impacts of actions and behaviors of customers, suppliers
and competitors; technological developments, as well as legal and regulatory
rules and processes affecting Zendesk's business; the timing, receipt and terms
and conditions of any required governmental and regulatory approvals of the
proposed transaction that could reduce anticipated benefits or cause the parties
to abandon the proposed transaction; the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement entered into pursuant to the proposed transaction; the risk that the
parties to the merger agreement may not be able to satisfy the conditions to the
proposed transaction in a timely manner or at all; risks related to disruption
of management time from ongoing business operations due to the proposed
transaction; the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of Zendesk's common
stock; the risk of any unexpected costs or expenses resulting from the proposed
transaction; the risk of any litigation relating to the proposed transaction;
the risk that the proposed transaction and its announcement could have an
adverse effect on the ability of Zendesk to retain customers and retain and hire
key personnel and maintain relationships with customers, suppliers, employees,
stockholders and other business relationships and on its operating results and
business generally; the risk the pending proposed transaction could distract
management of Zendesk; and other specific risk factors that are outlined in
Zendesk's disclosure filings and materials, which you can find on
www.zendesk.com, such as its 10-K, 10-Q and 8-K reports that have been filed
with the SEC. Please consult these documents for a more complete understanding
of these risks and uncertainties. This list of factors is not intended to be
exhaustive. Such forward-looking statements only speak as of the date of these
materials, and Zendesk assumes no obligation to update any written or oral
forward-looking statement made by Zendesk or on its behalf as a result of new
information, future events or other factors, except as required by law.
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