DEF 14A 1 zen3995581-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Zendesk Inc.

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Zendesk, Inc.
989 Market Street
San Francisco, CA 94103
July 11, 2022

Dear Zendesk Stockholder:

I am pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Zendesk, Inc. (“Zendesk”) which will be held virtually on August 17, 2022 at 8:00 a.m. Pacific Time.

As we prepare for our Annual Meeting, we reflect upon another year of significant change and growth. We continue to see our customers and the businesses they serve, our employees and the neighborhoods in which they live, our offices and communities they are located in around the world, and our own families, in a constant state of evolution. This evolution is leading to a reimagining in the way we live and work, led by the acceleration of a digital-first economy and a remote-first workforce. Despite this, Zendesk continues to be the service and sales software company that makes it easy for companies and customers to create connections. Our solutions power billions of customer conversations around the world. By focusing on simplifying complexity and increasing efficiency, Zendesk helps businesses move fast and adapt to changing customer needs and expectations.

The Zendesk Suite combines several of our customer service products including Support, Guide, Talk, Explore, Chat, Gather, and Sunshine into one powerfully simple offering. Additionally, both customers and our sales team benefit from having this powerful combination available in a single product with an easy-to-understand price point. Our customers’ response to Suite has been tremendous: since its launch February 2021, Suite has grown to account for 35% of our ARR and over $500 million in total ARR as of year end 2021.

We are also pleased that our investments into the enterprise customer segment are now showing significant results. These investments have been made over multiple years across our product, go-to-market, and other teams to provide enterprise customers with the quality of product and service that they expect. As a result, we achieved several milestones this year: customers generating over $250,000 in annual recurring revenue (“ARR”) now account for 38% of our total ARR, up from 32% at the end of 2020, while we now have over 100 customer accounts generating $1 million or more in ARR.

These factors and more allowed us to deliver 30% year-on-year revenue growth in 2021, an acceleration from our 26% growth rate in 2020. Additionally, they gave us the confidence to raise our 2025 revenue target to $3.4 billion, or a 26% compound annual growth rate over the next four years.

In addition to our investments in the enterprise customer segment, we strive each day to live our values of inclusivity, humblidence, trust, simplicity, purpose and community. We are investing our time and resources to help these communities to both meet the challenges of today and thrive in the future. At Zendesk, we believe this work starts with a fundamental commitment to diversity, equity and inclusion. We are embodying this commitment through targeted recruiting partnerships, debiasing our job descriptions using artificial intelligence software, and initiatives that focus on ensuring representation from underrepresented communities. To ensure that our value of inclusivity permeates throughout Zendesk, we continue to invest in inclusive talent management and retaining diverse talent by building and supporting our employee communities. More than ever, we’re committed to building a diverse and creative company that stands for empathy, equity, and being a good neighbor to the communities we serve.

We invite you to read more below and in our letter to stockholders dated February 10, 2022, including major developments in our solutions during 2021, and our approach for delivering continued growth and value for our stockholders. Our quarterly stockholder letter also contains more information regarding how we calculate some of our operating metrics, such as ARR and customer accounts.

You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ZEN2022, where you will be able to listen to the meeting live, submit questions, and vote online. Details including how to attend the Annual Meeting online, and the business to be conducted, are more fully described in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement.

Thank you for your ongoing support of and continued interest in Zendesk. We look forward to your attendance at our Annual Meeting.

Sincerely,

Mikkel Svane
Chair of the Board of Directors and Chief Executive Officer

YOUR VOTE IS IMPORTANT

We have engaged MacKenzie Partners, Inc., who we refer to as “MacKenzie Partners,” to assist in the solicitation of proxies for the Annual Meeting. Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.

2022 PROXY STATEMENT

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In this Proxy Statement, the terms “Zendesk,” “the Company,” “we,” “us,” and “our” refer to Zendesk, Inc. and its subsidiaries. Notice is hereby given that Zendesk will hold its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually on August 17, 2022 at 8:00 a.m. Pacific Time.

To elect three Class II directors, Mr. Michael Frandsen, Mr. Brandon Gayle and Mr. Ronald Pasek to hold office until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers;

To conduct an advisory vote on the frequency of future advisory votes to approve the compensation of our Named Executive Officers; and

To transact any other business that properly comes before the Annual Meeting (including adjournments, continuations, and postponements thereof).

We are continuing our virtual meeting format to enable greater participation of and access by more of our stockholders while decreasing the cost of conducting the meeting and reducing the environmental impact of our meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Only stockholders of record at the close of business on June 27, 2022 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the Annual Meeting virtually, please vote your shares as promptly as possible. Your participation will help to ensure the presence of a quorum at the Annual Meeting and save Zendesk the extra expense associated with additional solicitation. If you hold your shares through a broker, your broker is not permitted to vote on your behalf in the election of directors unless you provide specific instructions to your broker by completing and returning any voting instruction form that your broker provides (or following any instructions that allow you to vote your broker-held shares via telephone or the Internet). For your vote to be counted, you will need to communicate your voting decision before the date of the Annual Meeting. Voting your shares in advance will not prevent you from attending the Annual Meeting virtually, revoking your earlier submitted proxy, or voting your stock at the virtual meeting.

If you have any questions regarding this information or the proxy materials, please contact our investor relations department at ir@zendesk.com.

By Order of the Board of Directors,

Mikkel Svane
Chair of the Board of Directors and Chief Executive Officer

San Francisco, California
July 11, 2022

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Champions of Customer Service

Zendesk is built to give organizations of all sizes, in every industry, the ability to deliver a transparent, responsive, and empowering customer experience. With solutions designed to address an increasingly broad set of customer interactions, Zendesk allows organizations to deliver omnichannel customer service, customize and build apps across the customer journey.

Zendesk’s solutions are developed to support a shared services infrastructure and common customer data platform. Zendesk offers solutions that are used throughout the customer lifecycle by key customer-facing teams, including support, sales, customer success, and more.

The Zendesk Suite, our service solution brings together all the critical components for delivering great customer service teams for success, and keeping businesses in sync. With respect to the Zendesk Suite, we offer five tiers: Suite Team, Suite Growth, Suite Professional, Suite Enterprise, and Suite Enterprise Plus.

Suite Team: Suite Team was designed to get up and running immediately so companies can provide value to their customers from day one.

Suite Growth: Suite Growth allows our customers to unlock even more self-service features and offers a robust knowledge base.

Suite Professional: Suite Professional provides capabilities around internal efficiency and communication. It comes with functionality that allows agents to communicate both internally and externally with individuals who do not have a Zendesk account and includes robust routing capabilities so customers are sent to the right department.

Suite Enterprise: Suite Enterprise provides more control and customization and offers comprehensive analytics solutions, including live charts and dashboards and advanced sharing capabilities.

Suite Enterprise Plus: Suite Enterprise Plus comes with our High Volume API to scale data operations, our Premium Sandbox that allows companies to build, test, and train in a real environment, and enterprise-class security features and comprehensive audits of our applications, systems, and networks.

Our platform solutions include:

Sunshine™ is the foundation beneath Zendesk—built to help you create the best customer experiences. Our open and flexible platform provides organizations with the ability to model, store, and manage customer profiles, events, objects, and relationships.

Sunshine Conversations, Zendesk’s messaging platform solution, helps organizations build immersive messaging experiences across channels.

Our solutions include:

Agent workspace is an easy-to-use system for tracking, prioritizing, and solving customer support tickets.

Help center is a knowledge base that powers customer self-service with content that is created and organized by each business.

Live chat and messaging is live chat software that provides a fast and responsive way to connect with customers in the moment.

Voice is cloud-based call center software for more personal and productive phone and short message service support conversations.

Sales CRM to enhance productivity, processes, and pipeline visibility for sales teams.

Analytics and Reporting provides analytics for organizations to measure and improve the entire customer experience.

Community enables companies to provide trusted and transparent support to customers through online community forums.

2022 PROXY STATEMENT

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ZENDESK AT A GLANCE

Performance highlights for 2021

In 2021, we generated $1.339bn in revenue, up 30% from our 2020 revenue performance. While the COVID pandemic continued to have a varying impact over the course of the year, we continued to see strong demand for our modern, cloud-based customer service, CRM, and messaging products. In an increasingly digital-first world, businesses are seeking not only best-in-class solutions to address customers’ needs, but also solutions that can be rapidly deployed, have low implementation cost, and are easy for their agents to use.

REVENUE (IN $ MILLIONS)

Customer accounts generating over $250k in ARR were particularly important contributors to our success in 2021. These customer accounts grew to account for 38% of our total ARR and this segment grew significantly faster than our other customer segments. Our success in this segment is due to the significant investments we have made in both product and go-to-market motion to serve enterprise customers. During 2021, some of our product and feature innovations included the launches of:

●	Zendesk Suite: Our comprehensive customer service solution which brings together service-oriented products that were previously sold on a standalone basis such as Support, Chat, Talk, Guide, Gather, Explore, and Sunshine. As of year end 2021, Zendesk Suite grew to over $500 million in ARR and accounted for approximately 35% of our total ARR.
●	Zendesk messaging: Our messaging feature allows companies to deliver rich, modern, and automated conversational experiences out of the box on their websites and mobile apps. Our messaging feature is powered by our Sunshine Conversations platform.
●	Flow Builder for Answer Bot: A click-to-configure tool for admins to build engaging conversational experiences for Zendesk messaging and social features without writing a single line of code.

GAAP OPERATING MARGIN	NON-GAAP OPERATING MARGIN

Non-GAAP results exclude the following (in millions)	2015 ($)	2016 ($)	2017 ($)	2018 ($)	2019 ($)	2020 ($)	2021 ($)
Share-based compensation	52.6	73.4	84.6	119.5	156.7	182.2	230.2
Employer tax related to employee stock transactions	1.5	3.9	4.8	8.9	9.6	10.0	13.1
Amortization of purchased intangibles	2.2	3.8	3.7	4.8	10.4	10.7	7.2
Acquisition-related expenses	1.0	0.0	2.2	6.8	11.2	7.7	13.9
Amortization of share-based compensation capitalized in internal-use software	1.1	1.8	1.8	1.5	1.7	2.1	1.6
Real estate impairments	—	—	—	—	—	15.0	1.3

For more information regarding our customers and paid customer accounts and the percentage of ARR from customers with 100 or more Zendesk Support agents and the percentage of our total ARR from customers with ARR of $100,000 or more, please see our Annual Report on Form 10-K for the year ended December 31, 2021 and our letter to stockholders dated February 10, 2022. As used herein, “GAAP” refers to United States Generally Accepted Accounting Principles.

Table of Contents

01	LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

02	NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

03	ZENDESK AT A GLANCE

06	CORPORATE GOVERNANCE
	06	Board snapshot
	06	Board of Directors
	07	Governance at Zendesk
	14	Board refreshment and succession planning
	16	The Board’s role and responsibilities
	18	Board structure
	22	Board practices, policies and processes
	26	Compensation of directors
	29	ESG at Zendesk: environmental, workforce, and community sustainability

34	EXECUTIVE OFFICERS

36	COMPENSATION DISCUSSION AND ANALYSIS
	38	Executive overview
	41	Design and structure of 2021 executive compensation
	50	Procedures for determining compensation
	52	Other compensation policies
	54	Report of the Compensation Committee of the Board of Directors

55	EXECUTIVE COMPENSATION TABLES
	55	Summary compensation table—2021
	56	Grants of plan-based awards in 2021
	58	Outstanding equity awards at fiscal year-end table—2021
	60	Option exercises and stock vested in 2021
	61	Employment arrangements
	62	Potential payments upon termination or change in control
	64	CEO pay ratio
	65	Equity compensation plan information
	65	Pension benefits
	65	Non-qualified deferred compensation
	65	Section 401(k) plan

66	AUDIT MATTERS
	66	Selection of independent registered public accounting firm
	66	Auditor fees
	67	Policy on Audit Committee pre-approval of audit and permissible non-audit services of independent registered public accounting firm
	67	Report of the Audit Committee of the Board of Directors

68	PROPOSAL ONE: ELECTION OF DIRECTORS

69	PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

70	PROPOSAL THREE: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

71	PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

72	INFORMATION ABOUT STOCK OWNERSHIP

74	GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF STOCKHOLDERS

77	PROCEDURES FOR SUBMITTING STOCKHOLDER PROPOSALS

78	TRANSACTION OF OTHER BUSINESS

2022 PROXY STATEMENT

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Board snapshot (As of July 6, 2022)

Board of Directors

			Director Since		Committee Membership
Name and Principal Occupation		Age⁽¹⁾	Director Since	Independent	AC⁽²⁾	CC	NCG⁽³⁾
	CARL BASS Lead Independent Director Former President and Chief Executive Officer of Autodesk, Inc.	65	2016	Yes		●
	MICHAEL FRANDSEN Executive Director, Products at Workday, Inc.	61	2017	Yes	●
	BRANDON GAYLE Chief Operating Officer of San Antonio Spurs LLC d/b/a Spurs Sports & Entertainment	41	2021	Yes	●
	RONALD PASEK⁽⁶⁾ Former Executive Vice President and Chief Financial Officer of NetApp, Inc.	61	2022	Yes	●
	THOMAS SZKUTAK Former Senior Vice President and Chief Financial Officer of Amazon.com, Inc.	61	2019	Yes	●		●
	ARCHANA AGRAWAL⁽⁴⁾ Chief Marketing Officer of Formagrid, Inc. d/b/a Airtable	44	2020	Yes			●
	MICHAEL CURTIS⁽⁵⁾ Interim Chief Engineering Officer of Zendesk, Inc.	43	2019
	STEVE JOHNSON Vice President of Design of Netflix, Inc.	51	2021	Yes		●
	HILARIE KOPLOW-MCADAMS Venture Partner of New Enterprise Associates	58	2017	Yes		●
	MIKKEL SVANE Founder, Chair of the Board and Chief Executive Officer of Zendesk, Inc.	51	2007

AC - Audit Committee	● - Member	● - Chair
CC - Compensation Committee
NCG - Nominating and Corporate Governance Committee

⁽¹⁾	As of June 27, 2022.
⁽²⁾	Michelle Wilson was an independent director who served on the Audit Committee until her resignation from the Board on July 6, 2022.

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CORPORATE GOVERNANCE

⁽³⁾	Michelle Wilson served as Chair of the Nominating and Corporate Governance Committee until her resignation from the Board of Directors on July 6, 2022.
⁽⁴⁾	Our Board of Directors selected Archana Agrawal to succeed Ms. Wilson as Chair of the Nominating and Corporate Governance Committee on July 6, 2022.
⁽⁵⁾	During fiscal year 2021, Michael J. Curtis was a member of the Compensation Committee and was an independent director during that time. On January 20, 2022, Mr. Curtis resigned as a member of the Compensation Committee. He assumed the role of Interim Chief Engineering Officer at the Company on January 24, 2022.
⁽⁶⁾	Ronald Pasek was appointed to the Board of Directors and the Audit Committee on July 6, 2022.

Governance at Zendesk

We are committed to developing, maintaining, and improving policies and practices that promote good governance across our Company. Some key highlights of our governance practices below:


Independent Board

✓	Director independence – Independent directors must constitute at least a majority of our Board of Directors (our “Board”) and independence is verified on a continuing basis
✓	Executive session – Independent directors meet regularly in executive session

Executive Compensation

✓	Compensation peer benchmarking – Deep benchmarking of director compensation against peers and a middle-of-the-road approach
✓	Stock ownership guidelines – Stock ownership guidelines in place for both executive officers and directors
✓	Oversight of compensation – Effective Board and committee oversight of financial reporting, compensation philosophy, enterprise risk, and legal and financial compliance

Ethics Practices

✓	Code of business conduct and ethics – Have a code of business conduct and ethics that applies to our officers, directors, employees, and contingent workers
✓	Complaint hotline – Have a procedure and hotline in place for receipt and treatment of anonymous and confidential complaints or concerns regarding audit or accounting matters

Board Practices

✓	Monitoring Board effectiveness – Our Board must conduct an annual self-evaluation of itself and its committees
✓	Board access to independent advisors – Our Board as a whole, and each of its committees separately, has authority to retain independent experts, advisors, or professionals as each deems necessary or appropriate
✓	Majority voting – Our Board maintains policies on director resignations to facilitate our majority vote standard
✓	Board committees – All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent in accordance with applicable NYSE criteria
✓	Director commitment – Continued monitoring of director service on other public company boards
✓	Board refreshment – Regularly refresh Board composition to ensure we have the appropriate set of skills and experiences
✓	Board committee charter review – Periodically review at least annually and make necessary changes if any to the charters for each Board committee
✓	Control policies and procedures – Have established disclosures control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act and the rules and regulations of the Securities Exchange Commission

2022 PROXY STATEMENT

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CORPORATE GOVERNANCE

Overview of director experience and qualifications

Our directors have a variety of experiences, qualifications, attributes and skills, which our Board believes are important because of their particular relevance to our business and strategy. While all of these were considered by the Board, the following matrix does not encompass all experience, qualifications, attributes or skills of our directors.

	Mikkel Svane	Carl Bass	Thomas Szkutak	Michael Curtis	Hilarie Koplow- McAdams	Michael Frandsen	Archana Agrawal	Steve Johnson	Brandon Gayle	Ronald Pasek
Other Public Company Director Experience	✓	✓	✓		✓	✓	✓			✓
Leadership and Experience in B2B Company	✓	✓	✓		✓	✓	✓			✓
Leadership and Experience in B2C Company			✓	✓				✓	✓
Audit Committee Financial Expert			✓							✓
Deep Product-Related Expertise	✓	✓			✓	✓		✓	✓
Operational Risk and Compliance Experience	✓	✓	✓							✓
Leadership in Go-to-Market strategy	✓	✓			✓
Business Ethics	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Leadership Experience in Regulatory Matters			✓
Leadership Experience in >$500B Market Cap Companies			✓
Experience with International Operations	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Diversity, including gender and/or race					✓		✓	✓	✓
Executive Level Leadership	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓

Selection of directors

The below biographies of each of the nominees, continuing directors, and executive officers contain information regarding each such person’s service as a director or executive officer, business experience, and, with respect to the nominees and continuing directors, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes, or skills that caused our Board to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes, and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

Our corporate governance guidelines also dictate that a majority of our Board be comprised of independent directors whom our Board has determined have no material relationship with the Company and who are otherwise “independent” directors under the published listing requirements of the New York Stock Exchange (the “NYSE”).

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CORPORATE GOVERNANCE

Biographical information on director nominees

The following is information concerning director nominees for election for a three-year term ending at the 2025 annual meeting.

Age: 61

Director Since: November 2017

Board Committees:
Audit

MICHAEL FRANDSEN

INDEPENDENT DIRECTOR

Executive Director, Products of Workday, Inc.

Experience:

●Products team leader of Workday, Inc., a software company, since July 2012.

●Executive Director, Products at Workday, Inc. since January 2018.

●Workday, Inc.’s Executive Vice President of Products, Support and Delivery from March 2015 to October 2017, and Senior Vice President of Products from July 2012 to February 2015.

Other Directorships:

●Served on the Board of Directors of Advent Software, Inc., a software company, from May 2013 until it was acquired by SS&C Technologies, Inc. in July 2015.

Other Leadership Expertise and Service:

●Holds a B.S. in Finance and Information Systems from the University of Colorado at Boulder.

●Mr. Frandsen was selected to serve on our Board because of his extensive experience as a product executive in the technology industry.

Age: 41

Director Since: March 2021

Board Committees:
Audit

BRANDON GAYLE

INDEPENDENT DIRECTOR

Chief Operating Officer of San Antonio Spurs LLC d/b/a Spurs Sports & Entertainment.

Experience:

●Executive Vice President, Revenue, Brand & Communications of San Antonio Spurs LLC d/b/a Spurs Sports & Entertainment from October 2019 to October 2021.

●Director of Global Sports Partnership and Solutions of Facebook, Inc., a social networking service, from March 2018 to October 2019.

●Head of Global Sports Partnerships for Instagram at Facebook, Inc., from November 2015 to March 2018.

Other Leadership Expertise and Service:

●Holds a M.B.A. from Harvard Business School and a B.A. in Economics from Harvard College.

●Mr. Gayle was selected to serve on our Board because of his leadership in community marketing and prior experience as an executive leading partnership solutions in the technology industry.

2022 PROXY STATEMENT

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CORPORATE GOVERNANCE

Age: 61

Director Since: July 2022

Board Committees:
Audit

RONALD PASEK

INDEPENDENT DIRECTOR

Former Executive Vice President and Chief Financial Officer of NetApp., Inc.

Experience:

●Executive Vice President and Chief Financial Officer at NetApp. Inc., a cloud data service and data management company, from 2006 to 2020, where he led the finance, customer leasing, workplace resources, internal audit, and IT functions.

●Senior Vice President and Chief Financial Officer of Altera Corporation, a worldwide provider of programmable logic devices, from 2006 to 2016.

Other Directorships:

●Serves as Chairman of the Board of Directors and Chair of Audit Committee of Spectra7 Microsystems, a high-performance semiconductor company, since 2015.

Other Leadership Expertise and Service:

●Holds a B.S. in Business from San Jose State University and an M.B.A. from Santa Clara University.

●Mr. Pasek was selected to serve on our Board because of his financial and accounting expertise as a chief financial officer and chairman of two technology companies.

Biographical information on continuing directors

The following is information concerning directors continuing in office until the 2023 annual meeting.

Age: 43

Director Since: April 2019

Board Committees:
Compensation*

MICHAEL CURTIS

Former Vice President of Engineering of Airbnb, Inc.

Experience:

●Vice President of Engineering of Airbnb, Inc., an online marketplace and hospitality company, from February 2013 to March 2019.

Other Leadership Expertise and Service:

●Serves as an advisor to Peloton Interactive, Inc., an interactive fitness platform, since June 2020.

●Mr. Curtis was selected to serve on our Board because of his prior experience as a product executive in the technology industry.

During fiscal year 2021, Michael J. Curtis was a member of the Compensation Committee and was an independent director during that time. On January 20, 2022, Michael Curtis resigned as a member of the Compensation Committee. He assumed the role of Interim Chief Engineering Officer at the Company on January 24, 2022.

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CORPORATE GOVERNANCE

Age: 51

Director Since: March 2021

Board Committees:
Compensation

STEVE JOHNSON

INDEPENDENT DIRECTOR

Vice President of Design of Netflix, Inc.

Experience:

●Vice President of Design of Netflix, Inc., an online streaming entertainment service, since July 2016.

●Vice President of Design for LinkedIn Corporation, an online professional network, from June 2009 to July 2016.

Other Leadership Expertise and Service:

●Mr. Johnson was selected to serve on our Board because of his experience as a product design executive in the technology industry.

Age: 51

Director Since: August 2007

MIKKEL SVANE

Co-founder and Chief Executive Officer of Zendesk, Inc.

Experience:

●Co-founded Zendesk and has served as our Chief Executive Officer since August 2007.

●Appointed Chair of our Board in January 2014.

●Prior to founding Zendesk, founded and served as the Chief Executive Officer of Caput A/S, a software company, and served as a technology consultant.

Other Directorships:

●Serves as a member of the Board of Directors of Stitch Fix, Inc., an online personal styling service, since October 2018.

Other Leadership Expertise and Service:

●Holds an A.P. in Marketing Management from Arhus Kobmandsskole.

●Mr. Svane was selected to serve on our Board because of his operational and historical expertise gained from serving as our Chief Executive Officer.

●As one of our founders and the longest serving member of our Board, we also value his deep understanding of our business as it has evolved over time.

2022 PROXY STATEMENT

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CORPORATE GOVERNANCE

The following is information concerning directors continuing in office until the 2024 annual meeting.

Age: 44

Director Since:
July 2020

Board Committees:
Nominating
and Corporate
Governance

ARCHANA AGRAWAL

INDEPENDENT DIRECTOR

Chief Marketing Officer of Formagrid, Inc. d/b/a Airtable

Experience:

●Chief Marketing Officer of Airtable, a low-code app development platform, since March 2020.

●Served as the Head of Enterprise and Cloud Marketing at Atlassian, an enterprise software company, from May 2016 to March 2020.

●Served in various roles at Atlassian Corporation Plc, a software business, from December 2013 to March 2020.

Other Directorships:

●Serves as a member of the Board of Directors of MongoDB, Inc., a general purpose database platform, since August 2019.

Other Leadership Expertise and Service:

●Holds a M.B.A. from Harvard Business School and a M.S. in Computer Science from the University of Illinois at Urbana-Champaign.

●Ms. Agrawal was selected to serve on our Board because of her prior executive experience and her experience advising technology companies.

Age: 58

Director Since:
September 2017

Board Committees:
Compensation

HILARIE KOPLOW-MCADAMS

INDEPENDENT DIRECTOR

Venture Partner of New Enterprise Associates

Experience:

●Venture Partner of New Enterprise Associates, a venture capital firm, since December 2017.

●President of New Relic, Inc., a digital intelligence company, from October 2015 until April 2017 and, prior to that, served as New Relic’s Chief Revenue Officer from December 2013 to September 2015.

Other Directorships:

●Served as a member of the Board of Directors of Tableau Software, Inc., a software company, from December 2016 until it was acquired by Salesforce.com, Inc. in August 2019.

Other Leadership Expertise and Service:

●Holds a B.A. in Sociology from Mills College and a M.A. in Public Policy from the University of Chicago.

●Ms. Koplow-McAdams was selected to serve on our Board because of her extensive experience as an executive in sales, marketing, customer success, and business development for various companies in the technology industry.

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CORPORATE GOVERNANCE

Non-Continuing Directors

The following is information concerning directors who will not be standing for re-election as a director at the Annual Meeting.

Age: 65

Director Since:
February 2016

Board Committees:
Compensation

CARL BASS

LEAD INDEPENDENT DIRECTOR

Former President and Chief Executive Officer of Autodesk, Inc.

Experience:

●President and Chief Executive Officer of Autodesk, Inc., a software company, from May 2006 to February 2017.

●Interim Chief Financial Officer of Autodesk, Inc. from August 2014 to November 2014.

Other Directorships:

●Served on the Board of Directors of Autodesk, Inc. from January 2006 to June 2018.

●Served on the Board of Directors of HP Inc., a provider of software and technology, from November 2015 to September 2017.

Other Leadership Expertise and Service:

●Holds a B.A. in Mathematics from Cornell University.

●Mr. Bass was selected to serve on our Board because of his extensive experience as an executive in the technology industry.

Age: 61

Director Since: January 2019

Board Committees:
Audit

Nominating
and Corporate
Governance

THOMAS SZKUTAK

INDEPENDENT DIRECTOR

Former Senior Vice President and Chief Financial Officer of Amazon.com, Inc.

Experience:

●Senior Vice President and Chief Financial Officer of Amazon.com, Inc., a technology company focused on e-commerce, cloud computing, digital streaming, and artificial intelligence, from October 2002 to June 2015.

●Serves as an advisor and operating partner of Advent International, a global private equity firm, since August 2017.

Other Directorships:

●Serves on the Board of Directors of Intuit Inc., a software company, since January 2018.

●Served on the Board of Directors of athenahealth, Inc., a healthcare technology company, from June 2016 to February 2019.

Other Leadership Expertise and Service:

●Holds a B.S. in Business Administration from Boston University.

●Mr. Szkutak was selected to serve on our Board because of his financial, accounting, and operational expertise from prior experience as a chief financial officer for a public technology company.

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Board refreshment and succession planning

Identifying and evaluating director nominees

Our Board has delegated to the Nominating and Corporate Governance Committee the responsibility of identifying suitable candidates for nomination to our Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the Nominating and Corporate Governance Committee’s charter.

The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, comprehensive background checks, questionnaires, or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process.	The Nominating and Corporate Governance Committee then discusses and evaluates the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board.	Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for our Board’s approval as director nominees for election to our Board.

How we choose our candidates

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees and considers all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our Nominating and Corporate Governance Committee considers the current size and composition of our Board and the needs of our Board and the respective committees of our Board. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, ethics, integrity, judgment, diversity of experience and perspective, independence, skills, education, expertise, business acumen, length of service, understanding of our business and industry, potential conflicts of interest, and other commitments. Other considerations include:

●	Proven Leadership. Nominees must also have proven achievement and competence in their field, the ability to offer advice and guidance to our management team, the ability to make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director.
●	Availability to Commit. Nominees must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all board of director and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all board of director and applicable committee meetings.
●	Critical Skills. Nominees must have skills that are critical to the Company and the ability to provide advice and guidance unique to their area of expertise.

Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

For this Annual Meeting, we have engaged, for a fee, a third-party search firm, Spencer Stuart, to assist our Nominating and Corporate Governance Committee with identifying, evaluating and screening Board candidates for our Company.

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Board Diversity
Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that our Board should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences.

In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee seeks to promote board membership that reflects diversity, factoring in gender, race, ethnicity, differences in professional background, education, skill, experience, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for election to our Board.

Stockholder recommendations

Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to our Secretary at Zendesk, Inc., 989 Market Street, San Francisco, CA 94103, who will forward all recommendations to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Board tenure/retirement policy

The Board does not believe that arbitrary limits on the number of consecutive terms a director may serve or on the directors’ ages are appropriate in light of the substantial benefits resulting from a sustained focus on the Company’s business, strategy and industry over a significant period of time. Each individual’s performance will be assessed by the Nominating and Corporate Governance Committee in light of relevant factors in connection with assessments of candidates for nomination to be a director.

Recent Changes to Board Composition

On July 6, 2022, Michelle Wilson resigned as a member of the Board of Directors and Ronald Pasek was appointed as a member of the Board of Directors. Carl Bass and Thomas Szkutak will not stand for re-election as directors due to other professional commitments and demands on their time, and their service will end at the Annual Meeting. Our Board of Directors has set the number of directors at eight, effective as of the Annual Meeting. The Company and the Board are grateful to Ms. Wilson, Mr. Bass, and Mr. Szkutak for their many contributions to the Company.

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The Board’s role and responsibilities

Our Board has deep and relevant industry experience paired with strong leadership in governance, compliance, and executive-level leadership. We are committed to the highest levels of independence and oversight in our Board with a diverse set of views and philosophies.

Board’s role in risk oversight

Our Board’s role in overseeing the management of our risks is conducted primarily through committees of our Board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. Our full Board (or the appropriate Board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our Company, and the steps we take to manage them. When a Board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chair of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. This enables our Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

BOARD ●On a consistent basis, our Board reviews risks facing our Company and mitigation measures for those risks. ●Our Board reviews an enterprise risk assessment annually, along with management updates on managing those identified risks through its respective committees.

AUDIT COMMITTEE ●Oversees our enterprise risk assessment process, facilitated by our head of internal audit in coordination with our general counsel ●Oversees risks related to financial reporting, internal controls, legal, privacy and compliance matters, and fraud ●Oversees cybersecurity risk, including quarterly updates from our Chief Information Security Officer	COMPENSATION COMMITTEE ●Oversees Company risks and policies related to compensation, recruiting and retention of our executive officers ●Oversees risks related to our broader Company compensation philosophy ●Receives updates and oversees risks related to the regulatory environment for compensation	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ●Oversees Board and committee composition, including new director recruiting ●Oversees corporate governance policies and practices ●Oversees annual evaluation of the Board and its committees ●Oversees our policies, programs and public disclosure related to environmental, social and governance (“ESG”) matters.

MANAGEMENT ●Manages implementation and execution of mitigation measures related to risks identified through our enterprise risk assessment ●Manages and oversees risks related to financial reporting and internal controls during regular management disclosure committee meetings ●Maintains robust internal and external audit processes supported by a strong legal function

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Delinquent Section 16A reports

Under the securities laws of the United States, the Company’s directors, executive officers and any persons holding more than 10% of the Company’s common stock are required to report their ownership of common stock and any changes in that ownership, on a timely basis, to the SEC. Directors, executive officers and beneficial owners of more than 10% of the common stock are also required to furnish the Company with copies of all Section 16(a) reports that they file with the SEC. Based on material provided to the Company, all such reports were filed on a timely basis in 2021, except for the following: (i) one late Form 4 required to be filed by Brandon Gayle, for purposes of reporting the vesting of restricted stock units into common stock, was inadvertently filed one day late on May 5, 2021 and (ii) Form 4s required to be filed by each of Archana Agrawal, Carl Bass, Michael Curtis, Michael Frandsen, Brandon Gayle, Steve Johnson, Hilarie Koplow-McAdams, Thomas Szkutak and Michelle Wilson, for purposes of reporting the grant of restricted stock units were inadvertently filed several days late on June 3, 2021.

ESG oversight at Zendesk

We believe that in order to deliver consistent growth to our stakeholders over the long term, we must commit to sustained improvement in our impact on the environment and the communities in which we operate. In 2020, we formally added ESG oversight to the charter of our Nominating and Corporate Governance Committee (“NCG Committee”). In early 2021, we established an ESG Committee, consisting of executives across various key functions, to oversee and champion ESG-related initiatives across the Company. Management provides ESG-related updates to the NCG Committee at least four times a year and the NCG Committee reviews and approves this report.

ESG-related analysis is increasingly forming a key part of our discussions with investor governance and stewardship teams in our annual shareholder engagement program. We have proactively engaged with those teams regarding our view on ESG both to hear how investors are evolving their views on ESG and to answer questions about where we are heading with our program over the long term.

Risks related to cybersecurity

We believe that trust is at the core of all our interactions with our customers. We recognize the importance of our customers’ privacy and the security of their data.

Our customers come from a wide range of industries, including healthcare, financial services, government, and technology, entrust us with large amounts of personal information. In fact, more than 111,000 customer logos (as of December 31, 2021) trust Zendesk with their data.

With the oversight of our chief privacy officer, privacy council, and data protection officer, we aim to use best practices and industry standards to achieve compliance with industry-accepted general security and privacy frameworks. The Audit Committee regularly receives updates on our privacy program.

To work to prevent, detect, and respond to cybersecurity threats, Zendesk has a dedicated chief information security officer (“CISO”) whose team is responsible for leading our information security strategy, policy, standards, architecture, and processes. We are committed to ensuring our Board is consistently updated on identified threats to our business and receives updates on the mitigation process through quarterly reviews from our CISO to our Audit Committee. The Audit Committee regularly reports to the full Board on these risks and reviews. The CISO and our information security team collaborate with our internal audit department to review information technology-related risks and perform a cybersecurity framework maturity assessment at least every two years (based upon the NIST Cybersecurity framework) as part of the overall risk management process. Additionally, the Company maintains an insurance policy that provides coverage for certain cyber incidents.

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Role in corporate responsibility and corporate citizenship and our code of business conduct and ethics

Our Board has adopted a code of business conduct and ethics (the “Code of Conduct”), which we regularly assess. Our Code of Conduct includes our anti-corruption and anti-bribery policies that apply to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Additionally, our Code of Conduct prohibits retaliation against anyone who reports suspected misconduct or assists with an investigation or audit in good faith. A copy of our Code of Conduct is available on our website at https://investor.zendesk.com and may also be obtained without charge by contacting our Secretary at Zendesk, Inc., 989 Market Street, San Francisco, CA 94103. We intend to disclose any amendments to our Code of Conduct, or waivers of its requirements, on our website or in filings under the Exchange Act as required by the applicable rules and NYSE requirements. During the fiscal year ending December 31, 2021, or fiscal year 2021, no waivers from any provision of our Code of Conduct were granted to our executive officers and directors.

●

Anonymous hotline. We provide the ability through a platform and hotline for our employees to anonymously submit complaints regarding accounting, internal accounting control or auditing matters, potential violations of the federal securities laws, or potential violations of anti-corruption laws. Such complaints are treated in a confidential manner through a process provided in our Audit Committee Complaint Procedures, also available on our website at https://investor.zendesk.com.

●

Labor standards and human rights. We support the elimination of modern slavery and human trafficking as set forth in the United Nations Declaration of Human Rights and are committed to holding ourselves to high standards of legal and ethical business conduct. Our Human Rights Policy further highlights our commitments to promoting, respecting, and advancing human rights. Our Code of Conduct prohibits any unlawful or unethical activity by all of our directors, officers, employees, and consultants. We extend our expectations to our suppliers, requiring them to uphold human rights and labor standards as described in our Supplier Code of Conduct. A copy of our Human Rights Policy is available on our website at https://investor.zendesk.com.

Board structure

Board leadership structure

Mikkel Svane, our founder and Chief Executive Officer, serves as Chair of our Board and presides over meetings of our Board, holds such other powers, and carries out such other duties as are customarily carried out by the chair of a board. We believe this structure is in the best interest of our stockholders given Mr. Svane’s valuable insights and deep understanding of our business, our plans, and our strategic priorities as our founder and Chief Executive Officer.

Our Board has appointed Carl Bass to serve as our lead independent director. Mr. Bass, who will not be standing for re-election as a director at the Annual Meeting, will remain the lead independent director until the Annual Meeting. As lead independent director, Mr. Bass presides over regularly scheduled executive sessions of our independent directors throughout the year, serves as a liaison between our Chair of the Board and the independent directors, and performs such additional duties as our Board may otherwise determine and delegate.

Board independence⁽¹⁾

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that Mmes. Koplow-McAdams and Agrawal, and Messrs. Bass, Frandsen, Szkutak, Gayle, Johnson and Pasek do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section titled “Transactions with related persons.”

⁽¹⁾	During fiscal year 2021, Michael J. Curtis was a member of the Compensation Committee and was an independent director during that time. Ms. Wilson was also an independent director until her resignation from the Board on July 6, 2022.

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Standing committees of the Board

Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of the Audit, Compensation, and Nominating and Corporate Governance Committees operates pursuant to a separate written charter adopted by our Board that are available to stockholders on our website at https://investor.zendesk.com.

Chair:

Thomas Szkutak

Members*:

Michael Frandsen

Brandon Gayle

Ronald Pasek

AUDIT COMMITTEE

Our Audit Committee consists of Messrs. Frandsen, Szkutak, Gayle and Pasek with Mr. Szkutak serving as Chair. Mr. Szkutak, who will not be standing for re-election as a director at the Annual Meeting, will remain the Chair and a member of the Audit Committee until the Annual Meeting. The composition of our Audit Committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our Audit Committee meets the financial literacy requirements of the listing standards of the NYSE. Mr. Szkutak is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our Audit Committee, among other things:

●selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

●helps to ensure the independence and performance of the independent registered public accounting firm;

●discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent registered public accounting firm, our interim and year-end operating results;

●oversees the adequacy of internal controls;

●develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

●reviews and oversees legal process and regulatory and privacy related compliance matters;

●reviews our policies on risk assessment and risk management;

●regularly reviews risk assessments from management with respect to cybersecurity, including the adequacy and effectiveness of the Company’s internal controls regarding cybersecurity, emerging cybersecurity developments and threats, and the Company’s strategy to mitigate cybersecurity risks;

●reviews related party transactions; and

●approves all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. Our Audit Committee is responsible for reviewing the Company’s enterprise risk management framework and major risk exposures.

In accordance with and pursuant to Section 10A(i)(3) of the Exchange Act, our Board has delegated to Mr. Szkutak the authority to pre-approve any audit and permissible non-audit services to be performed by our independent registered public accounting firm, provided that all such decisions to pre-approve an activity are presented to the full Audit Committee at its first meeting following any such decision. Our Audit Committee held five meetings during fiscal year 2021.

*	Michelle Wilson ceased to be a member of the Audit Committee on July 6, 2022 following her resignation from the Board of Directors.

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Chair:

Carl Bass

Members*:

Hilarie Koplow-McAdams

Steve Johnson

COMPENSATION COMMITTEE

Our Compensation Committee consists of Ms. Koplow-McAdams and Messrs. Bass and Johnson, with Mr. Bass serving as Chair. Mr. Bass, who will not be standing for re-election as a director at the Annual Meeting, will remain the Chair and a member of the Compensation Committee until the Annual Meeting. The composition of our Compensation Committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of the Compensation Committee is also a “non-employee director,” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an “outside director,” as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee, among other things:

●reviews, approves, and determines the compensation of our executive officers;

●reviews and makes recommendations to the Board regarding the compensation of our directors;

●administers our stock and equity incentive plans;

●reviews and approves, or makes recommendations to our Board regarding, incentive compensation and equity plans;

●reviews and approves the peer group companies used to inform the evaluation of incentive compensation and equity plans; and

●establishes and reviews general policies relating to compensation and benefits of our employees.

Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The charter of the Compensation Committee permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee retains and does not delegate any of its responsibilities related to the review, approval, or determination of the compensation of our executive officers. Our Compensation Committee held four meetings during fiscal year 2021.

*	Michael Curtis ceased to be a member of the Compensation Committee on January 20, 2022.

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Chair*:

Archana Agrawal

Members:

Thomas Szkutak

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Nominating and Corporate Governance Committee consists of Ms. Agrawal and Mr. Szkutak, with Ms. Agrawal serving as Chair after Ms. Wilson's resignation from the Board of Directors and as Chair of the Nominating and Corporate Governance Committee on July 6, 2022. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our Nominating and Corporate Governance Committee, among other things:

●identifies, evaluates, selects, and makes recommendations to our Board regarding, nominees for election to our Board and its committees;

●considers and makes recommendations to our Board regarding the composition of our Board and its committees;

●reviews and assesses the adequacy of our corporate governance guidelines and recommends any proposed changes to our Board;

●oversees environmental, social, and governance (“ESG”) policies, programs and public disclosures; and

●evaluates the performance of our Board and of individual directors.

The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing requirements and rules of the NYSE. Our Nominating and Corporate Governance Committee held five meetings during fiscal year 2021.

Michelle Wilson ceased to be a member and chair of the Nominating and Corporate Governance Committee on July 6, 2022 following her resignation from the Board of Directors. Archana Agrawal was selected by the Board of Directors to be the Chair of the Nominating and Corporate Governance Committee on July 6, 2022.

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Board practices, policies and processes

Our Board, which is elected by our stockholders, is responsible for directing and overseeing our business and affairs. In carrying out its responsibilities, our Board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies.

History of commitment to good governance practices

Our Board and management are committed to good corporate governance to ensure that we are managed for the long-term benefit of our stockholders, and we have a variety of policies and procedures to promote such goals. To that end, during the past year, our management periodically reviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), SEC rules, and the listing standards of the NYSE.

Besides verifying the independence of the members of our Board and committees (which is discussed in the section titled “Board independence”), at the direction of our Board, we also:

✓Periodically review and make necessary changes to the charters for our Audit, Compensation, and Nominating and Corporate Governance Committees;

✓Have established disclosure control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act and the rules and regulations of the SEC;

✓Have a procedure in place for receipt and treatment of anonymous and confidential complaints or concerns regarding audit or accounting matters;

✓Have a code of business conduct and ethics that applies to our officers, directors, and employees, which we regularly assess;

✓Regularly refresh Board composition to ensure we have the appropriate set of skills and experiences;

✓Conduct an annual review of management succession planning; and

✓Engage with stockholders for feedback regarding their views with respect to Zendesk governance practices

Corporate Governance Guidelines

In addition, we have adopted a set of corporate governance guidelines. The Nominating and Corporate Governance Committee is responsible for reviewing our corporate governance guidelines from time to time and reporting and making recommendations to our Board concerning corporate governance matters. Our corporate governance guidelines address such matters as:

✓Director independence—Independent directors must constitute at least a majority of our Board;

✓Monitoring Board effectiveness—Our Board must conduct an annual self-evaluation of itself and its committees;

✓Board access to independent advisors—Our Board as a whole, and each of its committees separately, has authority to retain independent experts, advisors, or professionals as each deems necessary or appropriate;

✓Majority voting—Our Board maintains policies on director resignations to facilitate our majority vote standard; and

✓Board committees—All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent in accordance with applicable NYSE criteria.

A copy of our corporate governance guidelines can be found on our website at https://investor.zendesk.com.

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Board meetings and attendance

Our Board held fourteen meetings in fiscal year 2021. During their respective terms of service, each director attended at least 75% of all meetings of our Board and the committees on which they served that were held during fiscal year 2021. Under our corporate governance guidelines, directors are expected to spend the time needed and meet as frequently as our Board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend our annual meeting of stockholders, all meetings of our Board, and all meetings of the committees on which they serve. Seven of our directors then serving in such capacity attended our 2021 Annual Meeting of Stockholders.

Board performance evaluations

Our Board takes self-accountability and improvement seriously. Our Board and its committees conduct an annual self-evaluation process, after which the Board and its committees discuss specific action items among themselves and with management. Additionally, we maintain comprehensive subject matter calendars, updated annually, for the Board and its committees to ensure we are discussing major strategic topics at regular intervals.

Director orientation and continuing education

New directors are provided a robust package of Board and committee materials and are provided with opportunities to connect with senior management and functional heads across our organization. Throughout the year, we are committed to director education. Our Nominating and Corporate Governance Committee oversees a flexible and open continuing education reimbursement policy. The Board and our committees receive regular, targeted updates on regulatory developments and trends relevant to their oversight functions. Our Board members also receive educational materials related to director duties. Additionally, we maintain memberships for all directors with the National Association of Corporate Directors.

Stockholder communications

Our Board provides to every stockholder or other interested party the ability to communicate with our Board as a whole, the non-employee directors as a group, and with individual directors on our Board through an established process for stockholder communication. For a stockholder communication directed to our Board as a whole, stockholders and other interested parties may send such communication to our Secretary at secretary@zendesk.com or via U.S. Mail or Expedited Delivery Service to: Zendesk, Inc., 989 Market Street, San Francisco, CA 94103, Attn: Board of Directors c/o Secretary.

For a stockholder communication directed to the non-employee directors as a group or an individual director in his or her capacity as a member of our Board, stockholders and other interested parties may send such communication to the attention of the non-employee directors or the individual director at secretary@zendesk.com or via U.S. Mail or Expedited Delivery Service to: Zendesk, Inc., 989 Market Street, San Francisco, CA 94103, Attn: [Non-Employee Directors or Name of Individual Director] c/o Secretary.

The Secretary shall review all incoming communications and forward such communications to the appropriate member(s) of our Board. The Secretary will generally not forward communications that are unrelated to the duties and responsibilities of our Board, including communications that the Secretary determines to be primarily commercial in nature, product complaints, or inquiries, and materials that are patently offensive or otherwise inappropriate.

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Transactions with related persons

Certain relationships and transactions

Other than the transactions discussed below and the compensation agreements, equity compensation policies, grants of certain equity awards, and other arrangements which are discussed below in “Compensation of directors” and “Compensation Discussion and Analysis” (together, the “Service Compensation”), since January 1, 2021, there was not, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party for which the amount involved exceeds or will exceed $120,000 and in which any director, executive officer, holder of 5% or more of any class of our capital stock, or any member of their immediate family, had or will have a direct or indirect material interest.

Transactions

We have granted stock options and other equity awards to our executive officers and our directors. See the sections titled “Grants of Plan-Based Awards in 2021,” “Outstanding Equity Awards at Fiscal Year-End Table-2021,” and “Non-Employee Director Compensation Table-2021” for a description of these options and equity awards.

We have entered into arrangements with certain of our executive officers that, among other things, provide for certain severance and change in control benefits.

We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

Indemnification of officers and directors

Our certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

●	any breach of their duty of loyalty to our Company or our stockholders;
●	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
●	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of the State of Delaware (“DGCL”); or
●	any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, our bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

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Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are included in our certificate of incorporation and bylaws, and in indemnification agreements that we enter into with our directors and executive officers, may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. A consolidated federal putative class action was filed against the Company and certain of its executive officers in 2019. On March 2, 2021, the court granted our motion to dismiss the case and, on March 23, 2021, judgment was entered dismissing the case with prejudice. On April 20, 2021, plaintiff filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit. On July 29, 2021, plaintiff filed its opening brief in the appeal, and on October 13, 2021, the Company and the executive officer defendants filed their answering brief. Oral arguments occurred on February 7, 2022. On March 2, 2022, the Ninth Circuit affirmed the District Court’s dismissal. A stipulation of dismissal was filed on April 18, 2022 in regards to the related derivative action and a court decision on the stipulation remains pending. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Procedures for approval of related party transactions

The Audit Committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” other than Service Compensation, which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. Our Audit Committee charter provides that the Audit Committee shall review and approve or disapprove any related party transactions.

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Compensation of directors

Non-employee director compensation policy

We maintain a policy providing for annual retainers for our non-employee directors, which was amended and restated on April 27, 2021, increasing non-employee director cash compensation to be competitive against the 50th percentile of director pay of our peers.

Since 2021, our non-employee directors have the option to elect to receive the following annual retainers for their service in the form of cash or restricted stock units having a grant date fair value equal to the value of the retainer to be paid during such period (based on the 30-trading day trailing average closing price of our common stock on the NYSE prior to the grant date). Any restricted stock units that were granted in lieu of cash were granted in four equal installments on each of February 15, May 15, August 15, and November 15, and are fully vested upon grant.

	Cash Retainer ($)
Annual Retainer for Non-Employee Directors	45,000	⁽¹⁾
Additional Annual Retainer for Lead Independent Director	20,000
Additional Annual Retainer for Audit Committee Chairperson	25,000	⁽²⁾
Additional Annual Retainer for Compensation Committee Chairperson	18,000	⁽³⁾
Additional Annual Retainer for Nominating and Corporate Governance Committee Chairperson	10,000
Additional Annual Retainer for Audit Committee Non-Chairperson Members	10,000
Additional Annual Retainer for Compensation Committee Non-Chairperson Members	8,000	⁽⁴⁾
Additional Annual Retainer for Nominating and Corporate Governance Committee	5,000
Non-Chairperson Members

⁽¹⁾	Pursuant to the amendment and restatement of the non-employee director compensation policy, the cash retainer increased from $35,000.
⁽²⁾	Pursuant to the amendment and restatement of the non-employee director compensation policy, the cash retainer increased from $20,000.
⁽³⁾	Pursuant to the amendment and restatement of the non-employee director compensation policy, the cash retainer increased from $15,000.
⁽⁴⁾	Pursuant to the amendment and restatement of the non-employee director compensation policy, the cash retainer increased from $7,500.

Our policy provides that on the date of each annual meeting of stockholders, each non-employee continuing director will be granted an annual award of restricted stock units having a grant date fair value of $200,000. The restricted stock units will fully vest on the first anniversary of the grant date, in each case subject to continued service as a director through the vesting date, and such awards are subject to full acceleration of vesting upon a sale of the Company. Upon such director’s initial appointment to the Board, each non-employee director shall receive an equity grant of restricted stock units having a grant date fair value of $200,000, as pro-rated for the amount of time remaining until the anniversary of the most recent annual meeting of the stockholders. The restricted stock units will fully vest on the anniversary of the Company’s most recent annual meeting of stockholders, in each case subject to continued service as a director through the vesting date, and such awards are subject to full acceleration of vesting upon a sale of the Company.

Director Compensation Benchmarking-For fiscal year 2021, the Compensation Committee reviewed and benchmarked components of our non-employee director pay to be competitive against the 50th percentile of director pay of our peers and the committee decided to approve changes to the policy. For details on how we determine our peer group, please see the discussion under the heading “Compensation Discussion and Analysis” below.

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Non-employee director compensation table — 2021

The following table presents the total compensation for each person who served as a non-employee member of our Board during fiscal year 2021. Directors who are also our employees receive no additional compensation for their service as a director. The compensation received by Mr. Svane as an employee of the Company is presented in “Executive Compensation-Summary Compensation Table-2021.”

	Fees Earned or		Stock
	Paid in Cash		Awards		Total
Name	($)		($)^(1)(2)(11)		($)
Archana Agrawal	47,500		186,799	⁽¹⁰⁾	234,299
Carl Bass	–	⁽³⁾	262,189	^(9)(10)	262,189
Michael Curtis	–	⁽⁴⁾	234,151	^(9)(10)	234,151
Michael Frandsen	52,500		186,799	^(9)(10)	239,299
Brandon Gayle	–	⁽⁵⁾	272,282	^(9)(10)	272,282
Steve Johnson	–	⁽⁶⁾	270,865	^(9)(10)	270,865
Hilarie Koplow-McAdams	–	⁽⁷⁾	234,151	^(9)(10)	234,151
Thomas Szkutak	–	⁽⁸⁾	254,013	^(9)(10)	254,013
Michelle Wilson	62,500		186,799	⁽¹⁰⁾	249,299

⁽¹⁾	The amounts reported represent the aggregate grant date fair value of the stock awards, awarded to the director in fiscal year 2021, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of stock awards, as applicable, reported in this column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on February 15, 2022. Amounts reported in this column reflect the accounting cost for these stock awards and do not correspond to the actual economic value that may be received by the directors.
⁽²⁾	Each restricted stock unit award was granted pursuant to our 2014 Plan. Unless otherwise specified, each restricted stock unit award will fully vest on the first anniversary of the grant date, in each case, subject to continued service as a director through the vesting date.
⁽³⁾	Mr. Bass elected to receive all of his $83,000 annual retainer in the form of restricted stock units, resulting in a total grant of 594 restricted stock units with an aggregate grant date fair value of $75,391.
⁽⁴⁾	Mr. Curtis elected to receive all of his $53,000 annual retainer in the form of restricted stock units, resulting in a total grant of 374 restricted stock units with an aggregate grant date fair value of $47,352.
⁽⁵⁾	Mr. Gayle elected to receive all of his $55,000 annual retainer in the form of restricted stock units, resulting in a total grant of 676 restricted stock units with an aggregate grant date fair value of $85,483.
⁽⁶⁾	Mr. Johnson elected to receive all of his $53,000 annual retainer in the form of restricted stock units, resulting in a total grant of 664 restricted stock units with an aggregate grant date fair value of $84,066.
⁽⁷⁾	Ms. Koplow-McAdams elected to receive all of her $53,000 annual retainer in the form of restricted stock units, resulting in a total grant of 374 restricted stock units with an aggregate grant date fair value of $47,352.
⁽⁸⁾	Mr. Szkutak elected to receive all of his $75,000 annual retainer in the form of restricted stock units, resulting in a total grant of 531 restricted stock units with an aggregate grant date fair value of $67,214.
⁽⁹⁾	For non-employee directors who have elected to receive their fees in restricted stock units in lieu of cash, the Company targets granting restricted stock units that have a grant date fair value equal to the amount of fees in respect of compensation during that quarter, based on the 30-trading day trailing average closing price of our common stock on the NYSE prior to the grant date. Due to the Company’s method of determining the number of shares issuable pursuant to the restricted stock units and the determination of the grant date fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the accounting cost of such grants will differ from the amount of cash retainer foregone, as noted in the table below.
⁽¹⁰⁾	The Company targets granting non-employee directors an annual award of restricted stock units having a grant date fair value of $200,000 based on the 30-trading day trailing average closing price of our common stock on the NYSE prior to the grant date. Due to the Company’s method of determining the number of shares issuable pursuant to the restricted stock units and the determination of the grant date fair value under FASB ASC Topic 718, the accounting cost of each such grant was $186,799.
⁽¹¹⁾	Each of the Company’s directors is subject to its Stock Ownership Guidelines as described in detail under the heading “Compensation Discussion and Analysis.”

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We reimburse all reasonable out-of-pocket expenses incurred in attending Board and committee meetings and certain Company events.

The amounts included in the “Stock Awards” column of the preceding table representing the awards of the restricted stock units granted to our non-employee directors in lieu of annual cash retainers in fiscal year 2021 are described below. Each of the awards vested and settled in full on the grant date.

				Total Cash
		Number of	Grant Date	Retainer
		Restricted Stock	Fair Value	Foregone
Name	Grant Date	Units Granted	($)	($)
Archana Agrawal	05/18/2021	1,396	186,799
Carl Bass	02/15/2021	118	18,550	17,500
	05/15/2021	144	19,446	20,750
	05/18/2021	1,396	186,799
	08/15/2021	151	18,682	20,750
	11/15/2021	181	18,714	20,750
Michael Curtis	02/15/2021	71	11,161	10,625
	05/15/2021	92	12,424	13,250
	05/18/2021	1,396	186,799
	08/15/2021	96	11,877	13,250
	11/15/2021	115	11,890	13,250
Michael Frandsen	05/18/2021	1,396	186,799
Brandon Gayle	03/31/2021	361	47,876
	05/15/2021	95	12,829	13,750
	05/18/2021	1,396	186,799
	08/15/2021	100	12,372	13,750
	11/15/2021	120	12,407	13,750
Steve Johnson	03/31/2021	361	47,876
	05/15/2021	92	12,424	13,250
	05/18/2021	1,396	186,799
	08/15/2021	96	11,877	13,250
	11/15/2021	115	11,890	13,250
Hilarie Koplow-McAdams	02/15/2021	71	11,161	10,625
	05/15/2021	92	12,424	13,250
	05/18/2021	1,396	186,799
	08/15/2021	96	11,877	13,250
	11/15/2021	115	11,890	13,250
Thomas Szkutak	02/15/2021	101	15,877	15,000
	05/15/2021	130	17,555	18,750
	05/18/2021	1,396	186,799
	08/15/2021	136	16,826	18,750
	11/15/2021	164	16,956	18,750
Michelle Wilson	05/18/2021	1,396	186,799

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Our non-employee directors held the following aggregate number of shares of our common stock subject to unexercised stock options and unvested restricted stock units as of December 31, 2021.

	Number of	Number of
	Securities Underlying	Unvested Restricted
Name	Unexercised Options	Stock Units
Archana Agrawal	–	1,396
Carl Bass	50,000	1,396
Michael Curtis	–	1,396
Michael Frandsen	–	1,396
Brandon Gayle	–	1,396
Steve Johnson	–	1,396
Hilarie Koplow-McAdams	–	1,396
Ronald Pasek	–	–
Thomas Szkutak	–	1,396
Michelle Wilson	–	1,396

ESG at Zendesk: environmental, workforce, and community sustainability

We aim to have a balanced long-term focus on the communities we impact.

As a service-first customer relationship management company, we design customer experience solutions that drive improvements in the relationships between organizations and their customers. We believe that to achieve that purpose, it is essential to invest in building an engaged, diverse, supported, and incentivized workforce who can empathize and empower our customers to build those relationships.

Our values are as follows:

●	Inclusivity. We believe diversity makes us stronger and strive for a workplace where everyone feels welcome.
●	Humblidence. We achieve success with our winning combination of humility and confidence.
●	Trust. We put our customers at the center of our business and are always working to earn their trust.
●	Simplicity. We design technology to reduce complexity and create better experiences for everyone.
●	Purpose. We do everything with intention and focus on work that moves us forward.
●	Community. We want to be a champion of empathy and a force for good in the places we live and work, and the world at large. Our values are deeply woven into the fabric of our company and will be represented in how we show up for our employees and our customers.

Our employees at a glance

The Company employed approximately 5,860 people as of December 31, 2021, including the following employees in each region as provided below:

Americas	EMEA	APAC	LATAM

2,800	1,390	1,390	280

Although we have statutory employee representation obligations in certain countries, our U.S. employees are not represented by a labor union. We have not experienced any work stoppages.

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Our commitment to diversity, equity, and inclusion

Inclusivity is the first among our values and we are working to build a diverse and creative company where all employees feel empowered and comfortable being their authentic selves. Our diversity, equity and inclusion strategy is focused on taking sustained action to build a belonging-rich environment where the mosaic of our employees can find success and where differences can be leveraged towards innovation.

Our representation at a glance

In the year ended December 31, 2021, our workforce grew by over 1,700 employees. As of December 31, 2021, approximately 39% of our global workforce identify as female and 59% identify as male, with approximately 2% of employees who did not disclose an identification. Within the United States, our employees self-identified their race and ethnicity as provided below (as of December 31, 2021):

RACIAL/ETHNIC DIVERSITY AT ZENDESK

Driving Diversity Through Recruiting: We will continue to drive progress through targeted recruiting partnerships, debiasing our job descriptions using artificial intelligence software, and implementing initiatives that focus on ensuring greater representation from underrepresented communities in our sourcing processes.

Retaining Diverse Talents. We are also focused on the retention of diverse talent through a focus on building belonging-rich environments. Our employee communities continued to play a critical role in building our inclusive culture in 2021 by embedding inclusive practices within leadership and providing our employees with support tailored to their needs. Led by three primary areas of investment - our people, our products and customers, and corporate social impact, Employee Communities work to educate others and raise awareness about issues that affect our workforce in and beyond company walls, advocate for product and service accessibility, and build relationships with external partners and organizations. Employee Communities are supported by executive sponsors representing many of our regions and offering development opportunities through coaching, mentorship programs, and discussion forums.

We currently offer eight communities that represent persons of color, LGBTQ+ employees, women, veterans, parents and caregivers, multigenerational employees, and persons who are neurodivergent or have physical disabilities.

Supporting Inclusive Talent Management: To ensure that our value of inclusivity permeates throughout our organization, in 2021, we continued our investments in inclusive talent management. We have a global equity policy which encourages our employees to seek opportunities to promote equity through our work, model respectful and inclusive behavior, and prevent and report policy violations. We established a diversity council made up of senior executives to ensure governance and accountability on our commitments by promoting policies and practices that are conducive to the development of a diverse, high-performing organization. We also successfully launched and graduated the first cohort of our talent development program, Ignite, aimed at developing the next generation of rising underrepresented leaders at Zendesk through one-on-one mentoring, networking events, and group coaching. The positive impact of these combined efforts was evidenced in our 2021 employee engagement scores with results evidencing confidence that our leaders are promoting an inclusive work environment.

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Promoting our culture and encouraging employee engagement

As a company, we are investing in the future of our employee experience with a philosophy aligned to our view on the future of customer experience. Just as we build our solutions first and foremost for the people that use them every day, we also build an organization and culture that trusts, values, and empowers our employees. We listen to our employees and use their feedback to shape our employee experience priorities. Based on results from our internal employee survey, our employee engagement in 2021 remained above our industry benchmark and we hit a record percentage of employee participation.

Facilitating a Remote Working Environment: We continue to primarily operate in a remote capacity during the pandemic. Post-pandemic, we intend for a significant proportion of our workforce to continue to be designated as remote employees. By hiring and maintaining more remote teams, we are able to more easily enter new geographical regions to support our customers, and expand our talent footprint while keeping diversity top-of-mind. Throughout 2021, we have supported our employee population in working remotely by providing them with guiding principles on how to embrace a dynamic work style - principles that give our employees flexibility in how they best work, leveraging technology to bring people together in an easy and more inclusive way while being more thoughtful when we ask people to come together in person.

Facilitating Learning Opportunities: We believe that building a high performing and agile workforce requires enabling our employees to learn, adapt, and model strong leadership capabilities as we grow.

Over
1,000 employees across levels actively participated in learning programs in 2021. All employees had access to always-on learning opportunities via our online learning platform, which included programs both internal and external for building leadership capabilities, fostering equity and inclusion, and working in a digital-first environment. Our online learning platform also includes required training materials regarding our Global Anti-Corruption Policies and our Policy on Insider Trading and Disclosure.

Total rewards

Our total rewards programs are designed to attract, reward and motivate our employees in a transparent and equitable way in line with our company core values. We strive to innovate and evolve our reward programs to be market competitive and comprehensive to cover employees at every stage of their personal and professional path. We are focused on keeping wellness as the foundation for all employees globally. We review our programs annually to ensure we maintain competitiveness and rely on employee feedback to shape and evolve our offerings.

	Comprehensive benefits We strive to offer options that are competitive, locally relevant and provide the resources needed to live fully, healthily, and balanced in work and life. Our benefits include comprehensive healthcare, income protection insurance, time off and leave programs, retirement programs and additional resources to support employees’ overall well-being.

	Mental health & well-being We provide access to programs that strengthen and support the emotional wellness and resiliency of our workforce. These resources include online therapy programs from licensed clinicians, relationship counseling and critical incident support, and an online application that promotes mindfulness and guided meditation. In 2021, we continued to see strong employee engagement in our well-being solutions where utilization remained consistent in all programs throughout the year.

	Family resources We have established programming, policies, and workplace practices to promote work and life harmony and strengthen social connectedness. Employees have access to an online platform that finds general care services to support employees in balancing work and life. We also offer family-forming benefits with access to employer-sponsored funds to pay for fertility treatments and family-forming services, including adoption and surrogacy. We have a global parental leave program with an equal length of time for all parents.

	Pay equity We are committed to pay equity and perform a global pay equity analysis on an annual basis.

2022 PROXY STATEMENT

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Social impact & environmental sustainability

Our Social Impact initiatives are informed by our core value of community. With the goal of facilitating life-changing moments of connection – by mobilizing our people, product and resources – we support nonprofit organizations that strengthen communities, advance equity and promote resilience. Our goals for social impact fall into four core areas:

	Improve our environmental stewardship Zendesk’s sustainability program has three components: measuring our impact on the environment; trying to reduce that impact; and, mitigating our impact through carbon offsets and removals. We support ecosystem restoration under the broader umbrella of promoting resilience in local communities.			Giving time Zendesk has transitioned to virtual volunteering as a way to stay connected to one another and our communities, even during the COVID-19 pandemic. In 2021, our employees volunteered over 5,000 hours, mentoring students and job seekers, creating greeting cards and participating in educational and advocacy programs.

	Giving money In 2021, Zendesk’s corporate foundation funded millions of dollars in grants to global and community nonprofits supporting our areas of focus. Additional funds were allocated to employees through our giving platform, with funds going to a wide range of recipients and causes including Afghan refugees, schoolgirls in India, coral reef restoration, and COVID-19 relief.			Giving technology and expertise Zendesk’s Tech for Good program provides free software and expertise to nonprofits that address urgent social problems. By leveraging the power of customer experience tools, our partners are able to improve efficiency and magnify their impact.

Data privacy and trust

Zendesk understands the importance of data protection in an evolving digital world, and we make customer trust a priority because we know that customer data is important to our customers’ values and operations. That’s why we aim to keep customer information private and safe. Our customers entrust us with large amounts of sensitive information, stemming from a wide range of industries including healthcare, financial services, government, and technology.

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Zendesk helps customers maintain control of their privacy and data security through:


Disclosure of customer service data Zendesk assesses third parties for security impact and maintains controls to confirm compliance with our security practices and procedures. Our policy is to only disclose service data to third parties when disclosure is necessary to provide the services or as required to respond to lawful requests from public authorities, in accordance with our Government Data Request Policy and provided in our Transparency Report.		Access management Zendesk provides an advanced set of access and encryption features, such as login alerts and two-factor authentication, implementing restrictions on the amount of information other apps can request from our users, and providing secure data storage and tools to give users more control over their data. We do not access or use customer service data for any purpose other than providing, maintaining, and improving the Zendesk Services and as otherwise required by law.		Trust We have developed security protections and control processes to help our customers work to create a secure environment for their information. Independent third-party experts have confirmed our adherence to high industry standards.


Data security certifications SOC 2 Type II, ISO 27001:2013, ISO 27018:2014 certified and FedRAMP authorized with Low Impact Software-as-a-Service (LI-SaaS).		Data protection and privacy program We take pride in maintaining and enhancing our global data protection and privacy program. Our dedicated privacy team partners with cross-functional key stakeholders, including legal, security, product, human resources, procurement, and executive teams, to foster a privacy culture. With an ever-changing privacy and security environment, Zendesk regularly seeks to enhance our privacy and security practices. Zendesk launched the Zendesk Trust Center to provide our customers with a single resource for concise information on how Zendesk maintains customer trust through security and privacy principles and frameworks. Zendesk was one of the first companies to obtain approval by the EU data protection authority for Zendesk’s Controller and Processor Binding Corporate Rules, which are known as the “gold standard” for EU data transfers.


Data hosting locality Customers who purchase the data center location-deployed associated service (“Data Center Location Add-on”) can select the region (from the available Zendesk regional options) where the data center which hosts their service data is located in accordance with our Regional Data Hosting Policy.

2022 PROXY STATEMENT

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In addition to Mr. Mikkel Svane, our Founder, Chair of the Board and Chief Executive Officer, who also serves as a director, our executive officers as of June 27, 2022 consisted of the following:

SHELAGH GLASER 58 Chief Financial Officer

Ms. Glaser has served as the Company’s Chief Financial Officer since May 2021. She previously served in senior finance roles at Intel Corporation, a multinational technology company, including serving as its Corporate Vice President and Chief Financial Officer and Chief Operating Officer for the Data Platform Group since July 2019 and serving as its Corporate Vice President and Chief Financial Officer and other senior roles at Client Computing Group from December 2013 to July 2019. Ms. Glaser holds a Bachelor of Arts in Economics from the University of Michigan and a Master’s in Business Administration from Carnegie Mellon University.

NORMAN GENNARO 55 President, Worldwide Sales

Mr. Gennaro has served as our President, Worldwide Sales since November 2019. Mr. Gennaro served as our Senior Vice President, Worldwide Sales from January 2018 to November 2019. From April 2012 to December 2017, Mr. Gennaro served as a Territories Market Segment Leader for North America for Amazon Web Services, an information technology service management company. Prior to that, Mr. Gennaro held senior roles at the Oracle Corporation, a software company, including Vice President from March 2006 to March 2012, and Senior Technical Director from January 2000 to March 2006. Mr. Gennaro holds a Management in Information Systems degree from the University of Notre Dame and M.B.A. from the Notre Dame de Namur University.

ANDREA NIETO 50 Chief People Officer

Ms. Nieto served in senior HR/People roles at Xilinx, Inc., a multinational technology company, including serving as its Senior Vice President and Chief People Officer, as well as Corporate Vice President and Chief of Staff, since May 2013. Prior to her service at Xilinx, Ms. Nieto served in various HR roles at Cisco Systems, Inc., including as Chief of Staff, from December 1998 to May 2013. Ms. Nieto holds a dual Bachelor of Arts in Communication Studies and History from San Jose State University.

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EXECUTIVE OFFICERS

ADRIAN McDERMOTT 53 Chief Technology Officer

Mr. McDermott has served as our Chief Technology Officer since April 2021. He previously served as our President of Products from October 2016 until April 2021. Mr. McDermott has served on the Board of Directors of FireEye, Inc., a security software company, since January 2019. Mr. McDermott served as our Senior Vice President, Product Development from July 2010 until October 2016. Mr. McDermott holds a B.Sc. in computer science from De Montfort University.

JOHN GESCHKE 52 Chief of Staff

Mr. Geschke has served as our Chief of Staff since November 2019 and served as our Chief Legal Officer from May 2017 to January 2021. Mr. Geschke served as our Senior Vice President, Administration from October 2015 to November 2019 and as our General Counsel and Secretary from July 2012 to May 2017. From April 2010 to June 2012, Mr. Geschke served as General Counsel of Norwest Ventures Partners, a venture capital firm. Mr. Geschke holds an A.B. from Princeton University with a concentration in the School of Public and International Affairs and a J.D. from Stanford University.

JEFFREY TITTERTON 50 Chief Operating Officer

Mr. Titterton has served as our Chief Operating Officer since April 2021. He previously served as our Chief Marketing Officer from October 2018 until April 2021 and our Senior Vice President, Marketing from May 2017 to October 2018. From January 2017 to May 2017, Mr. Titterton served as the Head of Global Campaign and Engagement Marketing for Adobe Inc., a software company, and as Head of Engagement Marketing, Creative Cloud, from August 2013 to January 2017. Prior to that, Mr. Titterton served as the Chief Marketing Officer for 99designs, a graphic design marketplace, from August 2011 to August 2013. Mr. Titterton holds a B.A. in English with a concentration in economics from Cornell University.

ALEX CONSTANTINOPLE 52 Chief Marketing Officer

Ms. Constantinople has served as our Chief Marketing Officer since May 2021. Prior to that, Ms. Constantinople served in senior management roles at Outcast, an integrated marketing agency specializing in digital, communications, and branding, including serving as its Chief Executive Officer from May 2011 to March 2021. Ms. Constantinople holds a Bachelor of Arts in English from Denison University.

MICHAEL CURTIS 43 Interim Chief Engineering Officer

Michael Curtis has served as our interim Chief Engineering Officer since January 2022. Previously, Mr. Curtis served as the vice president of engineering of Airbnb, Inc., an online marketplace and hospitality service company, from February 2013 to March 2019. Mr. Curtis served as a director of engineering of Facebook, Inc., a social media company, from August 2011 to February 2013. Mr. Curtis currently serves as a Trustee on the Board of Directors of Harvey Mudd College.

2022 PROXY STATEMENT

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Our Compensation Discussion and Analysis describes our executive compensation program and the decisions for fiscal year 2021, regarding the compensation for:


MIKKEL SVANE	SHELAGH GLASER	ALEX CONSTANTINOPLE	ADRIAN McDERMOTT
Chief Executive Officer and Chairman of the Board	Chief Financial Officer	Chief Marketing Officer	Chief Technology Officer


NORMAN GENNARO	ELENA GOMEZ	MARC CABI
President, Worldwide Sales	Former Chief Financial Officer	Former Interim Chief Financial Officer

We refer to these executive officers collectively in this Compensation Discussion and Analysis and the accompanying compensation tables as the “Named Executive Officers,” or “NEOs.”

We believe the compensation program for our Named Executive Officers in fiscal year 2021 was instrumental in helping us to achieve strong performance in fiscal year 2021, including 30% year-over-year growth in revenue for the full fiscal year 2021 period in the face of continuing economic disruption caused by the unprecedented global pandemic. Our long-term incentive equity mix and our choice of metrics in our short-term incentives link pay with operational performance and long-term stockholder value while striking a responsible balance between risk and reward.

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COMPENSATION DISCUSSION AND ANALYSIS

About this Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each element of compensation that we provide. In addition, we explain how and why the Compensation Committee arrived at the specific compensation policies and decisions involving our Named Executive Officers during fiscal year 2021.

This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation plans and arrangements. The actual compensation plans and arrangements that we adopt may differ materially from currently anticipated plans and arrangements as summarized in this Compensation Discussion and Analysis.

¹	See the disclosure under “Target objectives under the bonus plan” below for further details regarding these key financial metrics.

2022 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

Executive overview

Our approach to compensation

At the core of our Company-wide compensation philosophy, we aim to provide compensation that is both externally competitive to the outside market and internally equitable in order to attract, motivate, and retain highly skilled and talented employees. In addition to salary and other types of compensation, we believe that providing long-term incentives in the form of equity awards broadly to our employee base enables our employees to take a long-term outlook with respect to our business and become tangible stakeholders in the successful achievement of our goals.

We value crafting and maintaining an executive compensation program that is benchmarked with peers and integrated with Company metrics that are of high importance to our investors. Our philosophy underlying our executive compensation is to increase our position to market for each compensation component relative to its alignment with our stockholders’ interests, resulting in a program that is skewed towards components that share the risk with our stakeholders and reward our employees for performance.

EXECUTIVE COMPENSATION PHILOSOPHY - COMPENSATION COMPONENTS

Our compensation philosophy is to provide an executive compensation program that rewards our management team for meeting our long-term business strategy, while rewarding the individual contributions of the team members.

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COMPENSATION DISCUSSION AND ANALYSIS

The principal objectives of our executive compensation programs are as follows:

Attract, Motivate and Retain Offer a total compensation program that adapts to changing economic, regulatory, and organizational conditions, and takes into consideration the compensation practices of peer companies based on an objective set of criteria	Pay For Performance Provide a significant portion of compensation through variable, performance-based components that are at-risk and based on satisfaction of designated objectives	Reward Actual Achievement Increase incentives to achieve key strategic performance measures and compensate for achievement of Zendesk’s financial and operating goals

Align Executive Interests with our Stockholders Align the interests of our executives with our stockholders by tying a significant portion of their total compensation to Zendesk’s overall financial and operating performance and the creation of long-term stockholder value		Promote Teamwork and Individual Contribution Reward teamwork and individual contribution through recognition programs

FISCAL YEAR 2021 AT-RISK COMPENSATION

CEO

Other NEO

Base Pay	Performance-based Incentives	Stock Option & Stock Awards
●Fixed-cash compensation ●Foundation of compensation package, providing appropriate level of financial certainty	●Subject to attainment of objectives related to Company financial and operational measures for the year ●Payout is “at risk” based on Company performance ●Committee discretion to adjust based on each officer’s individual performance or other conditions	●Further alignment to stockholder interests ●Value tied direction to stock price performance, motivating for sustained stock price appreciation ●Multi-year vesting, provides retention incentive

“Other NEO” percentages as shown above are calculated by taking a simple average of each Named Executive Officer’s compensation, other than the Chief Executive Officer.

We target a significant portion of our executive compensation to be delivered through “at-risk” compensation components. Our Amended and Restated Executive Incentive Bonus Plan (the “Bonus Plan”) for our executives is primarily based on non-GAAP operating margin and revenue results, and has a high minimum threshold for any bonus payout. A significant portion of the equity package for our executives is stock options, which are granted at fair market value of the stock price at the time of grant, resulting in equity value being directly tied both to stock price and to the broader market’s evaluation of the performance of our business. Because we target a similar economic value between restricted stock units and options, our option compensation calculation results in a greater number of shares granted to each executive as compared to restricted stock units. We believe this approach strongly incentivizes long-term alignment with our stock price.

2022 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

We evaluate our compensation philosophy and compensation programs as circumstances require, and at a minimum, we review our executive compensation annually. As part of this review process, we apply our values and the objectives outlined above, while also considering whether our proposed compensation arrangements ensure that we remain competitive for talent, that we meet our retention objectives, and that our compensation costs are reasonable.

2021 advisory vote on compensation

We submitted a non-binding proposal to our stockholders at the 2021 Annual Meeting of Stockholders. This proposal consisted of a non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement for the 2021 Annual Meeting of Stockholders.

Approximately 91% of the votes cast were in favor of the non-binding advisory vote to approve the compensation of the Named Executive Officers at the 2021 Annual Meeting of Stockholders. The Compensation Committee believes this indicates that our stockholders strongly support the philosophy, strategy, and objectives of our executive compensation programs. After considering this result and following our annual review of our executive compensation philosophy, the Compensation Committee decided to retain our overall approach to executive compensation. The Compensation Committee intends to continue to monitor stockholder concerns, including the results of the annual non-binding advisory vote to approve the compensation of the Named Executive Officers, in making future decisions affecting the compensation of the Named Executive Officers.

Executive compensation best practices



WHAT WE DO

Continuing to support our employees’ wellbeing through unprecedented times

Amid the extraordinary environment resulting from the pandemic, management focused the Company’s resources and:

●Embraced a digital first working-environment and flexibility, while supporting the health and safety of our employees and their families

●Evolved our leave programs to support our employees and the unexpected time needed to focus on themselves and their families. Program expansion included emergency time off, pregnancy loss leave and vaccination time off

●Expanded benefit programs to support expansion of our workforce into new countries

We surpassed $1.3B in revenue and created significant momentum going into 2022

As we mentioned in our letter to stockholders filed on February 10, 2022, we had a strong finish to 2021, which exceeded our expectation at the start of 2021. Strength was driven by our continuing success in expanding our enterprise customer base and the introduction of Zendesk Suite, both leading to larger deals and longer contract terms.

We continue helping brands around the world reimagine their customer experience engagement as they adapt to a digital-first economy. Our best-in-class customer experience solutions are helping them scale and we intend to continue the momentum in 2022 building a strong foundation for our growth long term.

Compensation Highlights

For fiscal year 2021, on average, approximately 91% of the total compensation between our Named Executive Officers (excluding the CEO, as defined below) was at-risk compensation and approximately 6% was fixed salary. For our CEO, at-risk compensation represented 94% of total compensation, fixed salary represented 6%, and our CEO pay ratio was 54:1. We define at-risk compensation as consisting of our short-term performance-based incentive bonus and long-term equity incentives. The majority of all Named Executive Officers’ total compensation was delivered in the form of equity awards - stock options and time-based restricted stock units - with values that are generally contingent on stock price.

The performance-based bonus plan for our NEOs and executive employees provides cash awards on an annual basis depending on Zendesk’s performance. The awards are directly linked to the achievement of annual financial objectives established by the Compensation Committee shortly after the beginning of the new fiscal year. In keeping with our pay-for-performance compensation philosophy, eligible employees in good standing (who are not otherwise subject to another variable compensation plan) are also rewarded with an annual bonus that is funded based on the same key financial objectives. The Compensation Committee is provided an opportunity to review and comment on the broad-based performance bonus plan.

Our fiscal year 2021 key financial metrics for measuring Zendesk’s success are Revenue Growth Rate, Non-GAAP Operating Margin and, in the case of Mr. Gennaro only, Net Bookings.¹ The Compensation Committee believes that these metrics establish appropriate short-term performance conditions that will drive our future growth and profitability as well as offer market-competitive incentive opportunities to our NEOs

SEC Form DEF 14A filed by Zendesk Inc.