By Svea Herbst-Bayliss

BOSTON (Reuters] – Jana Partners has appointed four directors to Zendesk’s (NYSE:) board. They argue that the company needs to be rehabilitated in the wake of an unsuccessful attempt to acquire Momentive Global, the parent company of SurveyMonkey web-survey platform SurveyMonkey. According to a letter Reuters received, Jana Partners made the nominations.

Jana Partners started the proxy contest one week before Zendesk shareholders were scheduled to vote for the proposed acquisition of Momentive Global.

This also happens just a few short days after Zendesk announced that it rejected a $17 billion offer from a group of private equity firms to purchase the customer service software firm.

Jana stated in her letter that even though Momentive was likely to be rejected by shareholders, it had done lasting damage.

Barry Rosenstein, Jana Partners’ Managing Director wrote that the board should be replaced by competent fiduciaries or reverse their course to engage with strategic and financial buyers in order to sell the company.

Quincy Allen and Felicia Alvaro were selected by the activist as executives in the technology and software industries. Jeffrey Fox has experience in financial transactions and mergers.

The Jana Partners co-portfolio manager and partner Scott Ostfeld were also named by the committee.

Zendesk representatives were not available immediately for comment.

These four potential candidates will be running against Zendesk’s four directors, who are up for election in the coming year. They include two Zendesk directors that served on the transaction committee responsible for the Momentive transaction.

PERSISTENT DISCOUNT

There are ten directors on the company board, but eight of them have independent offices. Only a small percentage can be reelected each year.

The letter stated that Zendesk would suffer an inexorable discount to its intrinsic worth because “we believe the board all but guaranteed” it.

Zendesk purchased Momentive for $4 billion in an all stock deal. Zendesk’s stock fell following the acquisition announcement. It was still more than 20% lower than its pre-deal value until November 30, when Jana published a letter in opposition to the plans. Jana urged Zendesk to abandon the purchase.

Janus Henderson and Neuberger Berman, Zendesk’s other investors, and Florida’s state pension system Florida State Board of Administration also stated that they will vote no against the acquisition due to financial, procedural and strategic concerns.

Last week, Zendesk investors were advised by Institutional Shareholder Services (PSS) and Glass Lewis (PRX).

Jana is not likely to be running a proxy contest, as her firm has built a reputation of working with and behind-the scenes with target businesses for more than 20 years.

Some investors already feel the potential for a proxy battle.

Portfolio manager for a well-known mutual fund company told Reuters that he supports replacing members of the board and wants to see new management.