Zuora (ZUO) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 13, 2025, for shareholders to vote on a proposed merger where the company will be acquired by an affiliate of Silver Lake, with a minority investment from GIC, at $10.00 per share in cash, representing an 18% premium to the unaffected stock price and a 15% premium to the 60-day average price prior to the announcement.

• The merger will result in the company becoming a privately held subsidiary, delisting from the NYSE, and ceasing public reporting obligations.

• The board, following a robust process led by an independent Special Committee, unanimously recommends shareholders vote in favor of the merger, the related executive compensation, and the right to adjourn the meeting if necessary.

Voting matters and shareholder proposals

• Shareholders will 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 additional proxies 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.

• Dissenting shareholders who do not vote in favor and comply with Delaware law may seek appraisal rights.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, was delegated full authority to oversee the strategic alternatives process, negotiate, and recommend the merger.

• The board and Special Committee both determined the merger is fair and in the best interests of unaffiliated shareholders.

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