Zuora (ZUO) Proxy Filing summary

Executive summary

• A proposed merger will take Zuora private, with Silver Lake and GIC as primary investors, expected to close in Q1 2025, pending shareholder and regulatory approvals.

• All public shareholders will receive $10.00 per share in cash 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 daily operations or employee roles.

• The transition aims to provide strategic flexibility, long-term focus, and enhanced product offerings for customers.

• Forward-looking statements highlight potential risks, including regulatory approvals, transaction costs, and business disruptions.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger, with materials to be provided in a definitive proxy statement and Schedule 13E-3.

• Approval by Zuora stockholders is required for the transaction to proceed.

Board of directors and corporate governance

• Tien will continue to lead the company post-transaction, transitioning from a major voting power holder to a minority shareholder.

• Silver Lake and GIC will become the primary owners, supporting the existing leadership and culture.