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): May 16, 2017
 
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.)
1019 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 (see General Instructions A.2. below):
¨
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.    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 5.07. Submission of Matters to a Vote of Security Holders. 
On May 16, 2017, Zendesk, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2017. 

Proposal 1. The election of the two Class III directors listed below to hold office until the 2020 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal.
 
 
Votes For
Votes Withheld
Broker Non-Votes
Mikkel Svane
64,884,274
16,924,033
9,702,636
Elizabeth Nelson
64,581,111
17,227,196
9,702,636

Proposal 2. The ratification of the appointment, by the Audit Committee of the Board of Directors, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

  For
Against
Abstain
91,387,387
62,584
60,972
 
Proposal 3. The non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s definitive proxy statement.

  For
Against
Abstain
Broker Non-Votes
78,092,482
3,625,079
90,746
9,702,636

Item 8.01. Other Events. 
On May 9, 2017, the Board of  Directors of the Company (the “Board”) approved an amendment and restatement of the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) to, among other things, (i) provide for an increase in the value of equity awards granted as a retainer to continuing directors annually,  (ii) increase compensation for service on the Audit Committee of the Board and the Compensation Committee of the Board, and (iii) provide for an initial equity grant to new directors upon appointment to the Board.
The foregoing discussion does not purport to be a complete description of the amendment and restatement of the Policy and is qualified in its entirety by reference to the copy of the Amended and Restated Non-Employee Director Compensation Policy, which is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1    Amended and Restated Non-Employee Director Compensation Policy.





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.
(Registrant)
 
 
By:
 
/s/ Elena Gomez
 
 
Elena Gomez
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)
May 18, 2017





Exhibit Index


Exhibit No.
Description
10.1
Amended and Restated Non-Employee Director Compensation Policy.




EXHIBIT 10.1

Amended and Restated Non-Employee Director Compensation Policy

All members of the Board of Directors (the “ Board ”) of Zendesk, Inc. (the “ Company ”) that are not employees of the Company or its subsidiaries shall be paid the compensation in this Amended and Restated Non-Employee Director Compensation Policy (the " Policy ") for services as a director.

Service Retainers
 
Annual Retainer for Board Membership : $35,000
 
Additional Retainers for Committee Membership :
 
Audit Committee Chair:
$20,000
Audit Committee member (non-Chair):
$10,000
Compensation Committee Chair:
$15,000
Compensation Committee member (non-Chair):
$7,500
Nominating and Corporate Governance Committee Chair:
$10,000
Nominating and Corporate Governance Committee member (non-Chair)
$5,000

All directors eligible to receive compensation under the Policy shall have the option to elect to receive their retainers in the form of restricted stock units with a fair market value equal to the value of the retainer to be paid during such period in lieu of cash. Each such director shall make such election for each year for which they are eligible to receive compensation under the Policy prior to the commencement of such year or within 30 days of such director’s initial appointment to the Board. For directors making the election to receive their retainers in restricted stock units, one quarter of the total annual retainer shall be granted on each of February 15, May 15, August 15, and November 15 (or if such day is not a business day, the next business day following such date). The restricted stock units shall be fully-vested upon grant.

Annual Compensation

Annual Equity Grants : Each non-employee director shall receive an annual equity grant of restricted stock units under the Company’s 2014 Stock Option and Incentive Plan (the “ 2014 Plan ”) having a fair market value of $200,000. The restricted stock units shall vest in full on the anniversary of the date of grant, subject to such director’s continued service as a director through the vesting date. The restricted stock units shall vest in full upon the closing of a Sale Event (as defined in the 2014 Plan). All subsequent annual equity grants shall be made to non-employee directors that are elected/re-elected at the Company’s annual meeting of stockholders on the date of such annual meeting of stockholders.

Initial Equity Grants : Upon such director’s initial appointment to the Board, each non-employee director shall receive an equity grant of restricted stock units under the 2014 Plan having a fair market value equal to $200,000, as pro-rated for the amount of time remaining until the anniversary of the most recent annual meeting of stockholders. The restricted stock units shall vest in full on the anniversary of the Company’s most recent annual meeting of stockholders, subject to such director’s continued service as a director through the vesting date. The restricted stock units shall vest in full upon the closing of a Sale Event (as defined in the 2014 Plan).

Determination of Value of Restricted Stock Units

The fair market value of the grant of restricted stock units under this Policy shall be equal to the average closing price of the Company’s common stock over the 30 trading days prior to the date of grant. All equity grants under this Policy will be made automatically in accordance with the terms of this Policy and the 2014 Plan, without the need for any additional corporate action by the Board or the Compensation Committee of the Board.





Expenses
The Company will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any committee.