Item 2.02. Results of Operations and Financial Condition.
On July 30, 2020, Zendesk, Inc. (the "Company") issued a press release
announcing its results for the quarter ended June 30, 2020. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The Company also issued a letter to its
shareholders announcing its financial results for the quarter ended June 30,
2020 (the "Shareholder Letter"). The full text of the Shareholder Letter is
attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference. The information in this Item 2.02 (including Exhibits 99.1
and 99.2) shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2020, the Company's Board of Directors (the "Board") appointed
Archana Agrawal to the Board as a Class I director, effective that day, with a
term expiring at the Company's 2021 annual meeting of stockholders. Concurrent
with her election as a director of the Company, Ms. Agrawal was appointed to the
Nominating and Corporate Governance Committee of the Board.
There are no arrangements or understandings between Ms. Agrawal and any other
persons pursuant to which she was selected to serve as a director. Additionally,
there are no transactions involving the Company and Ms. Agrawal that the Company
would be required to report pursuant to Item 404(a) of Regulation S-K.
Ms. Agrawal will be entitled to receive compensation for her Board and committee
service in accordance with the Company's standard compensation arrangements for
non-employee directors pursuant to the Company's Amended and Restated
Non-Employee Director Compensation Policy (the "Non-Employee Director
Compensation Policy"), which is filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on April
30, 2019, as adjusted by the Board from time to time. Additionally, as set forth
in the Non-Employee Director Compensation Policy and in connection with Ms.
Agrawal's appointment, the Board has granted Ms. Agrawal restricted stock units
having a fair market value equal to $200,000 (pro-rated for the amount of time
remaining until the anniversary of the most recent annual meeting of
stockholders), based on the average closing price of the Company's common stock
over the 30 trading days prior to the date of grant. The Company has also
entered into its standard form of Indemnification Agreement with Ms. Agrawal in
connection with her appointment to the Board.
Item 7.01. Regulation FD Disclosure.
On July 30, 2020, Mikkel Svane, Chief Executive Officer of the Company, will
make the graphic included with this Current Report on Form 8-K as Exhibit 99.3
available to the public. The graphic and the Shareholder Letter will also be
available for viewing at the Company's investor website,
https://investor.zendesk.com, although the Company reserves the right to
discontinue that availability at any time.
The information in this Item 7.01 (including Exhibit 99.3) shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act, or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Zendesk, Inc., dated July 30, 2020.
99.2 Letter to Shareholders, dated July 30, 2020.
99.3 July 2020 Update, dated July 30, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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