Michelle Wilson informed Zendesk Inc. of her immediate resignation from the Board of Directors of the Company (the “Board”) on July 6, 2022, citing personal reasons.
Following Ms. Wilson’s resignation, the Board named Archana Agrawal as Chair of the Board’s Nominating and Corporate Governance Committee.
There was no conflict between Ms. Wilson and the Company that led to her resignation.
At the company’s 2022 annual meeting of stockholders (the “Annual Meeting”), Carl Bass and Thomas Szkutak also informed the company that they would not be running for reelection to the Board.
Up to the annual meeting, Mr. Bass and Mr. Szkutak will continue to serve as directors.
There is no conflict between the Company and Messrs. Bass and Szkutak’s decisions to not run for reelection.
Ronald Pasek was added to the Board as a Class II director on July 6, 2022, with effect from that date.
Additionally, the Board has proposed Mr. Pasek for election as a Class II director at the annual meeting.
Mr. Pasek was assigned to the board’s audit committee at the same time that he was elected to the board.
Mr. Pasek was not chosen to serve as a director as a result of any agreements or understandings he has with any other individuals.
Furthermore, the Company has no transactions with Mr. Pasek that it would have to disclose in accordance with Item 404(a) of Regulation S-K.
The Board decided to reduce the size of the Board to eight (8) members and the size of Class II to three (3) members, both of which will take effect as of the Annual Meeting in light of Messrs. Bass and Szkutak’s choices to not run for reelection at the Annual Meeting.
