Jana Is Pushing Zendesk to Set Annual Meeting

(Bloomberg) -- Activist investor Jana Partners is calling on the board of Zendesk Inc. to set a date for its annual general meeting, arguing the company is intentionally dragging out the process to rob shareholders of their rights.  

The New York-based hedge fund, which own roughly a 2% stake in the company, has nominated four directors to Zendesk’s board. In a letter to the company Monday, Jana notes that Zendesk has held its annual general meeting between May 16 and May 29 since 2017. This meant that shareholders of record between March 20 and April 1 -- known as the record date -- were allowed to vote on shareholder proposals. 

Given that the company is required to give 20 days notice to regulators, if it were to start the process of setting a meeting date today, the earliest it could set a record date would be April 27. 

“We are left with no other conclusion that the company, at the behest of the board, is seeking to delay its annual meeting, impact the shareholder register, and squelch shareholders’ rightful opportunity to have their voices heard,” Barry Rosenstein, Jana Partners managing member, said in the letter, a copy of which was obtained by Bloomberg. “It would be ill-advised for the board to continue to pursue any entrenchment tactics.”

A representative for Zendesk wasn’t immediately available for comment.

Jana has been pushing the company to significantly change its board, including by appointing its four director nominees, following a failed takeover of Momentive Global Inc. The investment firm has said in the absence of that board change, the company should be sold. 

Zendesk rose 0.8% to $121.46 at 9:39 a.m. in New York trading Monday, giving the software company a market value of about $14.8 billion. 

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