Zuora (ZUO) Proxy Filing summary

Executive summary

• A special committee of independent directors led a strategic review, culminating in a merger agreement for a going-private transaction with Silver Lake and GIC, valuing shares at $10.00 each, an 18% premium to the unaffected price.

• The board and special committee unanimously determined the merger is fair and in the best interests of unaffiliated shareholders, supported by a fairness opinion from Qatalyst Partners.

• The transaction is structured so that Zuora will become a wholly owned subsidiary of the acquiring entity, with certain executives rolling over equity and the company delisting from the NYSE.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit more votes if needed.

• Approval of the merger requires a majority of all voting power, a majority of unaffiliated shareholders, and separate majorities of Class A and Class B shares.

• CEO Rollover Stockholders, holding 38% of voting power, have agreed to vote in favor of the merger.

Board of directors and corporate governance

• The special committee, composed solely of independent directors, had full authority over the process, including hiring its own advisors and negotiating terms.

• The board cannot approve the merger without a favorable recommendation from the special committee.

• After the merger, the directors of the acquisition sub will become directors of the surviving corporation.