ZUORA INC: Changes in Directors or Chief Officers, Other Events, Financial Statements and Exhibits (form 8-K)

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Item 5.02. Removal of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors


On January 13, 2022, the Board of Directors (the "Board") of Zuora, Inc.
("Zuora") increased the authorized number of directors on the Board from seven
to nine directors and appointed Amy Guggenheim Shenkan and Laura A. Clayton
(professionally known as Laura Clayton McDonnell) to serve on the Board
effective immediately. Ms. Shenkan was appointed to serve as a Class I director
with a term expiring at Zuora's 2022 annual meeting of stockholders and has been
appointed as a member of the Audit Committee. Ms. Clayton McDonnell was
appointed to serve as a Class III director with a term expiring at Zuora's 2024
annual meeting of stockholders and she has not been appointed to a standing
committee of the Board at this time. The Board determined that they each qualify
as an "independent director" in accordance with the published listing
requirements of the New York Stock Exchange.

Ms. Shenkan has been a Senior Advisor and Operating Partner of Altamont Capital
Partners since June 2021. Previously, she served as the President and Chief
Operating Officer of Common Sense Media from February 2011 to December 2017.
Prior to joining Common Sense Media in 2011, Ms. Shenkan was a digital
transformation expert with McKinsey & Company, Inc. Ms. Shenkan currently serves
on the board of directors of Ritchie Bros. Auctioneers Incorporated, Byrider,
Hybrid Apparel and on the Global Advisory Board of Harvard Business School and
on the Advisory Board of Nature's Path. Ms. Shenkan holds a B.A. from the
University of Michigan and an M.B.A. from Harvard Business School.

Ms. Clayton McDonnell has served as Senior Vice President, Sales - East, Canada
and Latin America at ServiceNow, Inc. since January 2021 and previously served
as Vice President, Enterprise Sales - East Region from January 2019 to January
2021. From July 2017 to December 2018, she served as a Vice President at
Microsoft Corporation and as a General Manager at Microsoft Corporation from
November 2015 to June 2017. Ms. Clayton McDonnell currently serves on the board
of the Women's Forum of New York City, is a member of Women's United of United
Way of New York City and is an Advisory Committee Member for the Belfer Center
for Innovation and Social Impact. Ms. Clayton McDonnell holds a B.S. from San
Jose State University and a J.D. and M.B.A. from the University of California,
Berkeley.

In connection with their appointments to the Board, and consistent with Zuora's
Non-Employee Director Compensation Program (the "Director Compensation
Program"), Mses. Shenkan and Clayton McDonnell will each receive a restricted
stock unit ("RSU") grant under Zuora's 2018 Equity Incentive Plan with an
aggregate value of $400,000 that will vest annually in three equal installments
on the anniversary of the grant date, subject to their respective continued
service with Zuora through each such vesting date. In addition, each of Mses.
Shenkan and Clayton McDonnell received a waiver of the six-month service
requirement to be eligible to receive the annual RSU grant for Zuora's fiscal
year ending January 31, 2023 under the Director Compensation Program, which is
automatically granted to continuing directors at each annual meeting of
stockholders and has an aggregate value of $175,000. They will each also receive
Zuora's standard annual cash retainer of $30,000 for members of the Board and
Ms. Shenkan will additionally receive $9,300 for her service on the Audit
Committee, which amounts will be pro-rated to reflect their partial service for
the fiscal year ending January 31, 2022. In addition, Mses. Shenkan and Clayton
McDonnell are expected to enter into Zuora's standard form of indemnity
agreement.

There are no arrangements or understandings between either Ms. Shenkan or Ms.
Clayton McDonnell and any other persons pursuant to which they were selected to
Zuora's Board and there are no family relationships between each of them and any
other Zuora Board member or executive officer. Moreover, neither Ms. Shenkan nor
Ms. Clayton McDonnell is a party to any transaction with any related person
required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Events.


  A copy of the press release announcing the appointments of Mses. Shenkan and
Clayton McDonnell to Zuora's Board of Directors is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.





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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                Description

99.1                            Press Release dated January     1    4    , 2022, issued by Zuora,
                              Inc.
104                           Cover Page Interactive Data File (the cover page XBRL tags are embedded
                              within the Inline XBRL document).

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