Veeva Systems CLO Departs; Other Executive Matters

TL;DR

Veeva's CLO is out, other exec comp details and financials filed.

AI Summary

Veeva Systems Inc. announced on March 27, 2024, the departure of its Chief Legal Officer, Amy Jane Wilson. The company also reported on compensatory arrangements for its named executive officers and provided financial statements and exhibits. The filing does not disclose a replacement for the Chief Legal Officer position.

Why It Matters

The departure of a Chief Legal Officer can signal internal changes or strategic shifts within a company, potentially impacting legal compliance and corporate governance.

Risk Assessment

Risk Level: medium — The departure of a key executive like the Chief Legal Officer can introduce uncertainty regarding leadership and future legal strategies.

Key Players & Entities

• Veeva Systems Inc. (company) — Registrant
• Amy Jane Wilson (person) — Chief Legal Officer who departed
• March 27, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share VEEV New York Stock Excha
• $640 — ending April 30, 2024: Total Revenue: $640-643 million Non-GAAP Operating Income
• $245 — 43 million Non-GAAP Operating Income: $245-247 million For the fiscal year endin
• $2,725 — nding January 31, 2025: Total Revenue: $2,725-2,740 million Non-GAAP Operating Inco
• $1,070 million — 0 million Non-GAAP Operating Income: ~$1,070 million The information in this Item 7.01 of

Filing Documents

• ea0203047-8k_veeva.htm (8-K) — 38KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-028720.txt ( ) — 220KB
• veev-20240327.xsd (EX-101.SCH) — 3KB
• veev-20240327_lab.xml (EX-101.LAB) — 34KB
• veev-20240327_pre.xml (EX-101.PRE) — 22KB
• ea0203047-8k_veeva_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. Departure of Chief Financial Officer and Interim Appointment On March 28, 2024, Veeva Systems Inc. ("Veeva" or the "Company") and Brent Bowman established, via mutual agreement, that Mr. Bowman's tenure as Chief Financial Officer ("CFO") and Principal Financial Officer ("PFO") will end as of the close of business on April 1, 2024 (the "Effective Date"). Mr. Bowman will remain a Veeva employee for three months to ensure a smooth transition. Tim Cabral, the Company's CFO from 2010 to 2020 and a current member of Veeva's board of directors, will serve as Interim CFO and PFO until a replacement is named. A copy of Mr. Cabral's biography is available in Veeva's definitive proxy statement, filed with the Securities and Exchange Commission on May 10, 2023, and is hereby incorporated by reference. In connection with Mr. Bowman's departure, his equity grant from the fiscal year ending January 31, 2023 of 10,000 RSUs and 20,000 stock options scheduled to vest on April 1, 2026 will vest as to 9/16th of the RSUs and options on July 1, 2024. Veeva appreciates Mr. Bowman's valuable contributions over his nearly four years of service. The change is not the result of (i) any misconduct, (ii) any disagreements between Mr. Bowman and Veeva about Veeva's financial results or Veeva's accounting principles, practices, and controls, or (iii) any issues related to Veeva's operations, policies, or practices. For more information on Veeva's anticipated financial results, please see Item 7.01 below. There is no arrangement or understanding between Mr. Cabral and Veeva pursuant to which Mr. Cabral was appointed as Veeva's Interim CFO and PFO. There are no family relationships between Mr. Cabral and any of Veeva's directors or executive officers and Mr. Cabral has no direct or indirect material interest in any transaction required to b

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Veeva Reiterates Quarterly and Annual Guidance Veeva is reiterating the following financial guidance issued on the Company's earnings call on February 29, 2024: For the quarter ending April 30, 2024: Total Revenue: $640-643 million Non-GAAP Operating Income: $245-247 million For the fiscal year ending January 31, 2025: Total Revenue: $2,725-2,740 million Non-GAAP Operating Income: ~$1,070 million The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing. Veeva is not able, at this time, to provide GAAP targets for operating income for the first fiscal quarter ending April 30, 2024, or fiscal year ending January 31, 2025, because of the difficulty of estimating certain items excluded from non-GAAP operating income that cannot be reasonably predicted, such as charges related to stock-based compensation expense. The effect of these excluded items may be significant.

Forward-looking Statements

Forward-looking Statements This report contains forward-looking statements regarding Veeva's expected future performance and, in particular, reiterating guidance provided on February 29, 2024, about Veeva's expected future financial results. Estimating guidance accurately for future periods is difficult. It involves assumptions and internal estimates that may prove to be incorrect and is based on plans that may change. Hence, there is a significant risk that actual results could differ materially from the guidance we have provided in this report and we have no obligation to update such guidance. There are also numerous risks that have the potential to negatively impact our financial performance, including issues related to the performance, security, or privacy of our products, competitive factors, customer decisions and priorities, events that impact the life sciences industry, general macroeconomic and geopolitical events (including inflationary pressures, changes in interest rates, currency exchange fluctuations, changes in applicable laws and regulations, and impacts related to Russia's invasion of Ukraine and the Israel-Hamas conflict), and issues that impact our ability to hire, retain, and adequately compensate talented employees. We have summarized what we believe are the principal risks to our business in a section titled "Summary of Risk Factors" on pages 9 and 10 in our filing on Form 10-K for the period ended January 31, 2024, which you can find here . Additional details on the risks and uncertainties that may impact our business can be found in the same filing on Form 10-K and in our subsequent SEC filings, which you can access at sec.gov. We recommend that you familiarize yourself with these risks and uncertainties before making an investment decision.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 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. Veeva Systems Inc. By: /s/ Josh Faddis Josh Faddis Senior Vice President, General Counsel Dated: April 1, 2024

View Full Filing

View this 8-K filing on SEC EDGAR