Welcome. You have reached the line for the 2021 annual meeting of stockholders of Zendesk, Inc.. Should you have technical difficulties or require assistance during this meeting, please press the Help button in the web portal. Good afternoon, everyone. Welcome to the 2021 annual meeting of stockholders of Zendesk, Inc. The time is now 2:00 PM Pacific. I am pleased to call this meeting to order. I am Mikkel Svane. I am the CEO and the Chair of the Board of Directors of the company, and I will be presiding as Chair of this meeting. Shanti Ariker, who is the Senior Vice President, General Counsel, and Secretary of the company, will act as the Secretary of the meeting. We will first have the formal annual meeting of stockholders. Following the formal meeting, we will answer questions that you have submitted online through the web portal. You may submit questions through the web portal during both the formal meeting and the Q&A session. Before we address the business to be conducted at today's meeting, I am pleased to introduce the members of the board of directors that have joined the meeting today. Welcome, Archana Agrawal, Thomas Szkutak, Michelle Wilson, Mike Curtis, Steve Johnson, Brandon Gayle, Michael Frandsen, Hilarie Koplow-McAdams, and Carl Bass. Thanks for joining us. I'm also pleased to introduce Michael Matlock of Ernst & Young, our independent registered public accountant. Michael will be available to respond to appropriate questions later in the meeting. I will now ask Shanti to take us through the business of the meeting. Thank you, Mikkel. As a reminder, the purpose of today's meeting are as follows. One, to elect three Class I directors, Archana Agrawal, Hilarie Koplow-McAdams, and Michelle Wilson, to hold office until the 2024 annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier resignation or removal. Two, to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31st, 2021. Three, to conduct a non-binding advisory vote to approve the compensation of our named executive officers. Four, to transact any other business that properly comes before the annual meeting, including adjournments, continuations, and postponements thereof. If there is anyone attending this meeting who has not submitted his or her proxy and who now wishes to do so, please submit your proxy vote through the web portal now by clicking the Voting button in the lower right corner of the platform. If you've already submitted a proxy and will not be changing your vote, then you do not need to vote again. The vote indicated on your proxy will be counted. If you did not submit a proxy or want to change your previous vote, please submit your proxy vote through the web portal now by clicking the Voting button. Each of you has received a notice of meeting for this meeting, which was mailed on or about April 2nd, 2021, to all stockholders of record as of the close of business on March 22nd, 2021. I will file a copy of the notice of meeting and an affidavit indicating that it has been duly mailed to all stockholders with the minutes of this meeting. I will also file the list of stockholders with the minutes of the meeting. In voting on the matters presented at this meeting, no one except a stockholder of record of the company as of the close of business on March 22nd, 2021, or a person holding a duly executed proxy of such stockholder may vote on matters presented at the meeting. There are present at this meeting, in person or by proxy, a majority of the holders of the shares of common stock entitled to vote at this meeting. Therefore, a quorum is present. Since notice was duly given and a quorum is present, we are ready to transact the business to be conducted at today's meeting. Kathy Weeden of Consulting has been appointed to act as the Inspector of Election. Kathy Weeden has signed an oath of office promising to execute faithfully the duties of the Inspector of Election. The oath will be filed with the minutes of this meeting. After we have voted on all matters subject to a vote, Kathy Weeden will tabulate the votes and determine the results of the voting. We will now proceed with proposal number one, voting on the election of three Class I directors for a three-year term expiring in 2024. The Board of Directors nominees are Archana Agrawal, Hilarie Koplow-McAdams, and Michelle Wilson. A nominee for director shall be elected to the Board of Directors if the number of votes cast for such nominee's election exceed the number of votes cast against such nominee's election. The board of directors of the company recommends the election of each of Ms. Agrawal, Ms. Koplow-McAdams, and Ms. Wilson. Any proxy holders who wish to change their vote and anyone voting at this meeting on the election of directors are requested to submit their proxy votes through the web portal now by clicking the Voting button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the board of directors will be voted in favor of Ms. Agrawal, Ms. Koplow-McAdams, and Ms. Wilson. We will now proceed with the voting on proposal number 2, ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The board of directors of the company recommends that stockholders vote to ratify the appointment of Ernst & Young. Any proxy holders who wish to change their vote and anyone voting at this meeting on this proposal are requested to submit their proxy votes through the web portal now by clicking the voting button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the board of directors will be voted in favor of this proposal. We will now proceed with the voting on proposal number 3, a non-binding advisory vote to approve the compensation of our named executive officers. The board of directors of the company recommends that stockholders vote to approve the compensation of our named executive officers as disclosed in the proxy statement. Any proxy holders who wish to change their vote and anyone voting at this meeting on this proposal are requested to submit their proxy votes through the web portal now by clicking the voting button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the board of directors will be voted in favor of this proposal. Please vote any shares using the web portal and by clicking the voting button. We now have all the votes and proxies. I hereby declare that the polls for each matter to the vote voted on at this meeting are now closed. No additional proxies or votes and no changes or revocations will be accepted. I have the preliminary results of the voting and will report on the preliminary results now. Mr. Chair and stockholders, the preliminary results based on the voting of shares represented by valid proxies on file show that the three Class I director nominees have been elected, with each director having received votes as follows. Archana Agrawal received no less than 99,132,837 votes for, representing 99.88% of those that voted on the proposal. Hilarie Koplow-McAdams received no less than 59,526,942 votes for, representing 59.97% of those that voted on the proposal. Michelle Wilson received no less than 62,125,244 votes for, representing 62.59% of those that voted on the proposal. The appointment of Ernst & Young as our independent registered public accounting firm has been ratified and approved with no less than 103,907,943 votes, which represents 87.79% of the outstanding shares of the company. The compensation of our named executive officers, as disclosed in the proxy statement, has been approved with no less than 90,677,998 votes for, representing 91.38% of those that voted on the proposal. That concludes the report of preliminary voting results. The final results will be available for all stockholders on a Form 8-K to be filed with the SEC within four business days. Thank you, Shanti. That was a lot. I will order that the original proxies and the report of the inspector of election, once complete, be filed with the secretary as part of the minutes of this meeting. There being no further business to be properly brought before this annual meeting, the meeting is now adjourned. Now that the formal business of this meeting is concluded, I'll be happy to take any questions that you may have. On the meeting web portal is a copy of our rules and procedures. I ask you to follow those rules. Finally, as you may be aware, federal securities laws prohibit us from providing any material non-public information in this forum. This includes any information that would update or confirm any financial guidance we have previously disclosed. If any questions touch on this or other material non-public information, I will politely, of course, decline to answer. We have received no questions so far. I will give it a few more minutes to see if any questions come in. All right. Shanti, over to you. There being no questions, we will now end the meeting and close this line. The meeting has concluded, and we will close this line. A replay of this meeting will be available 24 hours after its conclusion at www.virtualshareholdermeeting.com/ZEN2021 for 12 months.
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