nCino Stockholder Meeting Results Announced

TL;DR

nCino shareholders voted on directors, compensation, and equity plans at the June 20th meeting.

AI Summary

On June 20, 2024, nCino, Inc. filed an 8-K to announce the results of its 2024 Annual Meeting of Stockholders, which included the election of directors and the ratification of its independent registered public accounting firm. The company also reported on proposals related to executive compensation and an amendment to its equity incentive plan.

Why It Matters

This filing provides transparency on key corporate governance decisions, including director elections and auditor ratification, which are important for investor confidence.

Risk Assessment

Risk Level: low — This filing is routine and reports on standard corporate governance matters and stockholder votes, posing no immediate new risks.

Key Players & Entities

• nCino, Inc. (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Wilmington, North Carolina (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0005 — ich registered Common Stock, par value $0.0005 per share NCNO The Nasdaq Global Select

Filing Documents

• ncno-20240620.htm (8-K) — 44KB
• secondamendedandrestatedce.htm (EX-3.1) — 60KB
• 0001902733-24-000139.txt ( ) — 240KB
• ncno-20240620.xsd (EX-101.SCH) — 2KB
• ncno-20240620_lab.xml (EX-101.LAB) — 22KB
• ncno-20240620_pre.xml (EX-101.PRE) — 13KB
• ncno-20240620_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As discussed below under Item 5.07, on June 20, 2024, the stockholders of nCino, Inc., a Delaware corporation (the "Company"), approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law, as described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2024 (such filing, as amended by the additional and revised proxy materials filed thereafter in connection therewith, the "Proxy Statement") and to make certain conforming changes. The Amendment was previously approved by the Company's Board of Directors (the "Board"). The Amendment became effective upon the filing of the Second Amended and Restated Certificate of Incorporation (the "Second A&R Certificate of Incorporation") with the Secretary of State of the State of Delaware on June 24, 2024. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second A&R Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Stockholders on June 20, 2024 (the "Annual Meeting"). On April 22, 2024, the record date for the Annual Meeting, 114,335,579 shares of the Company's common stock were entitled to vote at the Annual Meeting, of which 106,097,630, or 92.8%, of the eligible shares were represented virtually in person or by proxy. The matters voted upon at the Annual Meeting and the results of those votes are as follows: Proposal 1: Election of three Class I directors to hold office for a three-year term and until their respective successors are elected and qualified, or their earlier death, resignation or removal. Votes For Votes Against Votes Abstained Broker Non-Votes Pam Kilday 85,300,666 12,572,944 63,672 8,160,348 Pierre Naud 86,547,928 11,333,950 55,404 8,160,348 William Ruh 83,359,031 14,511,545 66,706 8,160,348 Based on the votes set forth above, each of the Class I Director nominees were duly elected. Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025. Votes For Votes Against Votes Abstained 104,966,522 1,046,595 842,513 Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025 was ratified. Proposal 3: Advisory vote to approve the compensation paid to the Company's named executive officers. Votes For Votes Against Votes Abstained Broker Non-Votes 87,401,070 3,741,232 6,794,980 8,160,348 Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers. Proposal 4: Approval of an amendment to the Company's Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conformi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Second Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. nCino, Inc. Date: June 24, 2024 By: /s/ April Rieger April Rieger Chief Legal & Compliance Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR