Zuora (ZUO) Proxy Filing summary

Executive summary

• A proposed merger will take Zuora private, with Zodiac Acquisition Sub, Inc. merging into the company; Silver Lake and GIC will be the controlling investors post-transaction.

• The transaction is expected to close in the first calendar quarter of 2025, subject to shareholder and regulatory approvals.

• Shareholders will receive $10.00 in cash per share upon closing, regardless of market price at the time.

• The company will maintain its headquarters, leadership, and brand post-transaction, with no immediate changes to day-to-day operations.

• The move to private ownership is intended to provide strategic flexibility and long-term growth focus.

Voting matters and shareholder proposals

• Shareholders will vote on adopting the merger agreement, approving executive compensation related to the transaction (advisory), and potentially adjourning the meeting to solicit more proxies if needed.

• The board, following a special committee's unanimous recommendation, recommends voting in favor of all proposals.

Board of directors and corporate governance

• Tien will continue to lead the company post-transaction and will become a minority shareholder alongside Silver Lake and GIC.

• The board and certain executives are participants in the proxy solicitation and their interests are detailed in the proxy statement.