Zuora (ZUO) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where the company will be acquired by an affiliate of Silver Lake, with a significant 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.

• The board, following a robust strategic alternatives process led by an independent Special Committee, unanimously recommends approval of the merger, citing certainty of value, immediate liquidity, and a premium to market price.

• If approved, the company will become a privately held subsidiary, delist from the NYSE, and cease SEC reporting.

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 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 and to roll over $70 million in shares for equity in the new parent.

Board of directors and corporate governance

• The Special Committee, composed solely of independent directors, led the process, engaged its own legal and financial advisors, and negotiated the merger terms.

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

• Post-merger, the board of the surviving corporation will be composed of the directors of the acquisition subsidiary.