UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2022
ZENDESK, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-36456 | 26-4411091 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 989 Market Street San Francisco, California | 94103 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (415) 418-7506
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | ZEN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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.
| 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). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Zendesk, Inc. | ||
| By: | /s/ Shelagh Glaser | |
| Name: | Shelagh Glaser | |
| Title: | Chief Financial Officer (Principal Financial Officer) | |
February 25, 2022
Exhibit 99.1
Press Release
Zendesk Announces Termination of Merger Agreement with Momentive
SAN FRANCISCO – February 25, 2022 – Zendesk, Inc. (NYSE: ZEN) today announced that it has terminated the Agreement and Plan of Merger by and among Zendesk, Milky Way Acquisition Corp., and Momentive Global Inc. (NASDAQ: MNTV), after it did not receive the approval of its stockholders to adopt the proposal to issue shares of Zendesk common stock in connection with the proposed transaction at the Stockholder Meeting held on February 25, 2022.
“While we were excited by the potential of this transaction to transform the customer experience and create stockholder value, we respect and appreciate the perspectives of our stockholders,” said Mikkel Svane, CEO and Founder, Zendesk. “Our Board and management team remain laser-focused on our strategy and execution. Zendesk’s business has never been stronger, with accelerated revenue growth of 30% to $1.34 billion in revenue in 2021 and a clear path to generating $3.4 billion in revenue by 2025.”
Zendesk’s performance in 2021 underscores the fundamental strength of its business and strategic approach. Zendesk’s percentage of its overall book of business represented by customer accounts with more than $250,000 in annual recurring revenue grew to 38 percent in 2021. Product-led growth reflected accelerating adoption of the Zendesk Suite, which launched in early 2021 and exceeded $500 million in annual recurring revenue.
“Zendesk’s mission is to simplify the complexity of business and make it easier for companies and customers to create connections. We remain focused on accelerating our rapid growth in the enterprise, continuing to lead the market with easy-to-use and innovative products and, importantly, unlocking opportunities to create value for customers by empowering them with rich, multi-dimensional customer intelligence,” said Svane.
About Zendesk
Zendesk started the customer experience revolution in 2007 by enabling any business around the world to take their customer service online. Today, Zendesk is the champion of great service everywhere for everyone, and powers billions of conversations, connecting more than 100,000 brands with hundreds of millions of customers over telephony, chat, email, messaging, social channels, communities, review sites and help centers. Zendesk products are built with love to be loved. The company was conceived in Copenhagen, Denmark, built and grown in California, taken public in New York City, and today employs more than 5,000 people across the world. Learn more at www.zendesk.com.
Contacts
Investor Contact:
Jason Tsai, +1 415-997-8882
ir@zendesk.com
Additional Investor Contacts:
Bob Marese | Daniel Burch
+1 516-592-1133
bmarese@mackenziepartners.com
Media Contact:
Stephanie Barnes, +1 415-722-0883
press@zendesk.com
Additional Media Contacts:
John Christiansen +1 415-618-8750
Robin Weinberg +1 212-687-8080
Sard Verbinnen & Co
Zendesk-SVC@sardverb.com
Forward-Looking Statements
This press release contains forward-looking statements, including, among other things, statements regarding Zendesk’s future financial performance, its continued investment to grow its business, and progress toward its long-term financial objectives. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectation or intent regarding Zendesk’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause Zendesk’s actual results, performance, or achievements to differ materially, including (i) Zendesk’s ability to adapt its products to changing market dynamics and customer preferences or achieve increased market acceptance of its products; (ii) the intensely competitive market in which Zendesk operates; (iii) the development of the market for software as a service business software applications; (iv) Zendesk’s substantial reliance on its customers renewing their subscriptions and purchasing additional subscriptions; (v) Zendesk’s ability to effectively market and sell its products to larger enterprises; (vi) Zendesk’s ability to develop or acquire and market new products and to support its products on a unified, reliable shared services platform; (vii) Zendesk’s reliance on third-party services, including services for hosting, email, and messaging; (viii) Zendesk’s ability to retain key employees and attract qualified personnel, particularly in the primary regions Zendesk operates; (ix) Zendesk’s ability to effectively manage its growth and organizational change, including its international expansion strategy; (x) Zendesk’s expectation that the future growth rate of its revenues will decline, and that, as its costs increase, Zendesk may not be able to generate sufficient revenues to achieve or sustain profitability; (xi) Zendesk’s ability to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions; (xii) real or perceived errors, failures, or bugs in Zendesk’s products; (xiii) potential service interruptions or performance problems associated with Zendesk’s technology and infrastructure; (xiv) Zendesk’s ability to securely maintain customer data and prevent, mitigate, and respond effectively to both historical and future data breaches; (xv) Zendesk’s ability to comply with privacy and data security regulations; (xvi) Zendesk’s ability to optimize the pricing for its solutions; (xvii) actions of activist shareholders that could negatively affect our business and (xviii) other adverse changes in general economic or market conditions.
The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in Zendesk’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that Zendesk makes with the Securities and Exchange Commission from time to time.
Forward-looking statements represent Zendesk’s management’s beliefs and assumptions only as of the date such statements are made. Zendesk undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.