Veeva Systems Inc. Announces Executive Changes and New CEO Agreement

TL;DR

Veeva's CLO is out, a new one is in, and the CEO just signed a new deal.

AI Summary

Veeva Systems Inc. announced on June 19, 2024, the departure of its Chief Legal Officer, Amy Jane Wilson. The company also announced the appointment of Robert J. P. W. van der Poel as the new Chief Legal Officer, effective June 21, 2024. Additionally, Veeva Systems Inc. entered into a new employment agreement with its Chief Executive Officer, Peter P. Gassner.

Why It Matters

This filing indicates significant changes in Veeva's executive leadership and a renewed commitment from its CEO, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in key executive positions and new employment agreements can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• Veeva Systems Inc. (company) — Registrant
• Amy Jane Wilson (person) — Departing Chief Legal Officer
• Robert J. P. W. van der Poel (person) — Appointed Chief Legal Officer
• Peter P. Gassner (person) — Chief Executive Officer
• June 19, 2024 (date) — Date of earliest event reported
• June 21, 2024 (date) — Effective date for new Chief Legal Officer

FAQ

Key Financial Figures

• $0.00001 — stered Class A Common Stock, par value $0.00001 per share VEEV New York Stock Exchange
• $236.90 — rmance Option") at an exercise price of $236.90 per share, which is equal to the Compan
• $178.74 — immediately prior to the grant date of $178.74. The Performance Option will only vest
• $450,000, M — om a below-market annual base salary of $450,000, Mr. Gassner has not been paid any cash co
• $172 million — xpense is estimated to be approximately $172 million. The stock compensation expense associa

Filing Documents

• veev-20240619.htm (8-K) — 37KB
• veev-20240619_g1.jpg (GRAPHIC) — 17KB
• 0001393052-24-000038.txt ( ) — 211KB
• veev-20240619.xsd (EX-101.SCH) — 2KB
• veev-20240619_lab.xml (EX-101.LAB) — 22KB
• veev-20240619_pre.xml (EX-101.PRE) — 13KB
• veev-20240619_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events On June 19, 2024, the Board acted on the recommendation of its Nominating and Governance Committee to not accept Paul Sekhri's previous tender of resignation as a director pursuant to our Corporate Governance Guidelines. Mr. Sekhri did not participate in the deliberation or decision regarding his resignation offer. The Board's decision to not accept Mr. Sekhri's resignation was based, in part, on Mr. Sekhri's extensive executive and board experience, his valuable knowledge of and perspective into the life sciences industry (including as a result of his unique experience as a sitting CEO and director in the small biotech sector, a key customer segment for the Company), his dedicated service and contributions to our Board (including attending in fiscal 2024 100% of the meetings of the Board and the committee of the Board that he sits on), his institutional knowledge and experience with our governance and business resulting from his tenure, and the skill set and diverse perspective he brings to the Board. The Board believes Mr. Sekhri did not receive a majority of votes cast in favor for his reelection due in part to Institutional Shareholder Services ("ISS") recommending shareholders vote against Mr. Sekhri for being overboarded. The recommendation by ISS was made in accordance with its proxy voting guidelines, which are of general applicability and without regard to Mr. Sekhri or any other person individually. The Board had previously considered Mr. Sekhri's outside board commitments and had determined they were not disqualifying under our overboarding policy. Moreover, the Company received feedback from certain large shareholders indicating that their overboarding concerns were mitigated upon understanding the particularities around Mr. Sekhri's outside board commitments and his importance to our Board. Ultimately, after consideration of all these factors, the Board determined unanimously that it would not be in the best interests of the

Forward-looking Statements and Incorporation by Reference

Forward-looking Statements and Incorporation by Reference This report contains forward-looking statements regarding the Company's executive compensation strategies, expectations, and intentions, our CEO's plans, and the Company's future performance. There are 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 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 35 and 36 in our filing on Form 10-Q for the period ended April 30, 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-Q 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: June 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR