☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
26-4411091 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
989 Market Street |
94103 | |
San Francisco, California (Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share |
ZEN |
New York Stock Exchange |
Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | |||
Non-accelerated Filer |
☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Auditor Firm: | Auditor Firm ID: | Auditor Firm Location: | ||
Ernst & Young LLP | 42 | San Jose, California |
Name |
Value of Accelerated Stock Options ($) (2) |
Value of Accelerated Restricted Stock Units ($) (3) |
Total ($) |
|||||||||
Mikkel Svane, |
1,286,317 | 5,352,789 | 6,639,106 | |||||||||
Chief Executive Officer |
||||||||||||
Shelagh Glaser, |
0 | 3,702,504 | 3,702,504 | |||||||||
Chief Financial Officer |
||||||||||||
Adrian McDermott, |
878,648 | 3,392,449 | 4,271,097 | |||||||||
Chief Technology Officer |
||||||||||||
Norman Gennaro, |
767,326 | 2,966,320 | 3,733,646 | |||||||||
President, Worldwide Sales |
||||||||||||
Alex Constantinople, |
0 | 2,549,578 | 2,549,578 | |||||||||
Chief Marketing Officer |
||||||||||||
Marc Cabi, |
0 | 0 | 0 | |||||||||
Former Deputy Chief Financial Officer and Interim Principal Financial Officer |
||||||||||||
Elena Gomez, |
0 | 0 | 0 | |||||||||
Former Chief Financial Officer |
(1) | A qualifying event for a Named Executive Officer is deemed to occur when the conditions set forth in the section “Potential Payments upon Termination or Change in Control—Acceleration of Equity Awards” have been met. |
(2) | Based on a common stock price of $104.29, equal to the closing market price of the Company’s common stock on December 31, 2021, the last trading day of fiscal year 2021, less the applicable exercise price for each option for which vesting would have been accelerated. |
(3) | Based on a common stock price of $104.29, equal to the closing market price of the Company’s common stock on December 31, 2021, the last trading day of fiscal year 2021, for each Restricted Stock Unit for which vesting would have been accelerated. |
1. |
Financial Statements: |
2. |
Financial Statement Schedules |
3. |
Exhibits |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | 10-K |
001-36456 |
32.1 | February 15, 2022 | |||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
104 | Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
# | Indicates management contract or compensatory plan, contract, or agreement. |
* | Furnished previously with the Original Filing. |
ZENDESK, INC. | ||
By: | /s/ Shelagh Glaser | |
Name: | Shelagh Glaser | |
Title: | Chief Financial Officer |
Exhibit 31.1
Certification of Chief Executive Officer
I, Mikkel Svane, Chief Executive Officer of Zendesk, Inc., certify that:
1. | I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K/A of Zendesk, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: July 1, 2022
/s/ Mikkel Svane |
Mikkel Svane Chief Executive Officer |
Exhibit 31.2
Certification of Chief Financial Officer
I, Shelagh Glaser, Chief Financial Officer of Zendesk, Inc., certify that:
1. | I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K/A of Zendesk, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: July 1, 2022
/s/ Shelagh Glaser |
Shelagh Glaser Chief Financial Officer |