Item 1.02 Termination of a Material Definitive Agreement.
On February 25, 2022, Zendesk, Inc. ("Zendesk") held a special meeting of its
stockholders (the "Zendesk special meeting") to consider certain proposals
related to the Agreement and Plan of Merger (the "Merger Agreement"), dated
October 28, 2021, by and among Zendesk, Milky Way Acquisition Corp., a wholly
owned subsidiary of Zendesk, and Momentive Global Inc. ("Momentive").
At the Zendesk special meeting, Zendesk stockholders considered two proposals,
including the Zendesk Share Issuance Proposal (as defined below). As set forth
in Item 5.07 below, which is incorporated herein by reference, the Zendesk Share
Issuance Proposal was not approved by Zendesk stockholders at the Zendesk
special meeting. As a result, immediately following the Zendesk special meeting,
Zendesk delivered to Momentive a written notice (the "Termination Notice")
terminating the Merger Agreement pursuant to Section 8.1(e) thereof. As a result
of the Termination Notice, the Merger Agreement was terminated. No termination
fee will be paid by any party in connection with the termination of the Merger
Agreement.
The foregoing description of the Merger Agreement is qualified in its entirety
by reference to the full text of the Merger Agreement, a copy of which was filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by Zendesk on
October 29, 2021 .
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Zendesk special meeting to consider certain proposals related to the Merger
Agreement was held on February 25, 2022. At the close of business on January 3,
2022, the record date for the Zendesk special meeting, there were 121,595,601
shares of Zendesk common stock outstanding. Holders of 101,509,554 shares of
Zendesk common stock were present at the Zendesk special meeting virtually or by
proxy, representing 83.5% of the Zendesk common stock issued and outstanding and
entitled to vote at the Zendesk special meeting, which constituted a quorum to
conduct business at the Zendesk special meeting. The final voting results for
the two proposals considered and voted upon at the Zendesk special meeting, each
of which is described in detail in Zendesk's definitive joint proxy
statement/prospectus filed with the U.S. Securities and Exchange Commission on
January 7, 2022, are set forth below.
Proposal 1. Approval of the issuance of shares of Zendesk common stock to the
stockholders of Momentive in connection with the merger contemplated by the
Merger Agreement (the "Zendesk Share Issuance Proposal"). The Zendesk Share
Issuance Proposal did not receive the requisite vote of Zendesk stockholders and
therefore was not approved.
Votes For Votes Against Abstain
9,334,851 91,677,121 497,581
Proposal 2. Approval of the adjournment of the Zendesk special meeting, if
necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Zendesk special meeting to approve the
Zendesk Share Issuance Proposal (the "Zendesk Adjournment Proposal"). The
Zendesk Adjournment Proposal did not receive the requisite vote of Zendesk
stockholders and therefore was not approved.
Votes For Votes Against Abstain
10,763,095 90,195,172 551,287
Item 8.01 Other Events.
On February 25, 2022, Zendesk issued a press release announcing termination of
the Merger Agreement. A copy of the press release issued by Zendesk is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 25, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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