Veeva Systems Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

TL;DR

<b>Veeva Systems Inc. has released its definitive proxy statement detailing proposals for the 2024 Annual Shareholder Meeting, including director elections and auditor ratification.</b>

AI Summary

VEEVA SYSTEMS INC (VEEV) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. Veeva Systems Inc. filed a Definitive Proxy Statement (DEF 14A) on April 23, 2024. The filing concerns the 2024 Annual Meeting of Shareholders, scheduled for a future date. Shareholders will vote on electing directors for the upcoming year. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year ending January 31, 2025, will be ratified. An amendment to the Certificate of Incorporation regarding officer exculpation under Delaware law is also up for approval.

Why It Matters

For investors and stakeholders tracking VEEVA SYSTEMS INC, this filing contains several important signals. The DEF 14A filing provides shareholders with crucial information to make informed voting decisions on corporate governance matters. Key proposals include the election of directors and the ratification of KPMG LLP as the independent auditor, impacting oversight and financial reporting.

Risk Assessment

Risk Level: — VEEVA SYSTEMS INC shows moderate risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would suggest a high-risk level.

Analyst Insight

Shareholders should review the proxy statement to understand the proposals and cast their votes accordingly, particularly regarding director nominations and auditor ratification.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Shareholders)
• January 31, 2025 — Fiscal Year End (fiscal year ending January 31, 2025)

Key Players & Entities

• Veeva Systems Inc. (company) — Registrant
• KPMG LLP (company) — independent registered public accounting firm
• 2024 (date) — Annual Meeting of Shareholders
• January 31, 2025 (date) — fiscal year ending
• Delaware (jurisdiction) — State of incorporation and law

FAQ

Risk Factors

• Officer Exculpation Amendment [low — regulatory]: Proposal to approve an amendment and restatement of the Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation.

Industry Context

Veeva Systems Inc. operates in the software industry, providing cloud-based solutions for the life sciences sector.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

1. Review the proposals in the proxy statement for the 2024 Annual Meeting.
2. Vote on the election of directors and the ratification of KPMG LLP as the independent auditor.
3. Consider the proposed amendment to the Certificate of Incorporation regarding officer exculpation.

Key Dates

• 2024-04-23: Filing Date — Filing of Definitive Proxy Statement
• 2025-01-31: Fiscal Year End — Fiscal year for which KPMG LLP is proposed as auditor

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, indicating it follows any preliminary filings and provides final details for shareholder voting.

Filing Documents

• ny20019009x3_def14a.htm (DEF 14A) — 1457KB
• logo_veeva.jpg (GRAPHIC) — 34KB
• sig_jfaddis.jpg (GRAPHIC) — 16KB
• ny20019009x3_pc01.jpg (GRAPHIC) — 568KB
• ny20019009x3_pc02.jpg (GRAPHIC) — 451KB
• ny20019009x3_pvp01.jpg (GRAPHIC) — 208KB
• ny20019009x3_pvp02.jpg (GRAPHIC) — 45KB
• 0001140361-24-021323.txt (&nbsp;) — 5876KB
• veev-20240612.xsd (EX-101.SCH) — 5KB
• veev-20240612_def.xml (EX-101.DEF) — 6KB
• veev-20240612_lab.xml (EX-101.LAB) — 12KB
• veev-20240612_pre.xml (EX-101.PRE) — 5KB
• ny20019009x3_def14a_htm.xml (XML) — 333KB

Executive Compensation Philosophy, Objectives, and Components

Executive Compensation Philosophy, Objectives, and Components 43 Role of Compensation Committee, Management, and Compensation Consultant 43 Peer Group and Competitive Data 44 Principal Elements of Compensation 45 Other Compensation Information and Policies 47 Tax and Accounting Considerations 49 Compensation Committee Report 49 Summary Compensation Table 50 Fiscal 2024 Grants of Plan-Based Awards 51 Outstanding Equity Awards at Fiscal 2024 Year-End 52 Fiscal 2024 Option Exercises and Stock Vested 54 Fiscal 2024 Potential Payments Upon Termination or Change in Control 54 CEO Pay Ratio 54 Pay Versus Performance 56 Equity Compensation Plan Information 60 PROPOSAL FOUR: ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 61 OUR SHAREHOLDERS 62

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 62 OUR MEETING 64 Frequently Asked Questions and Answers 64 Additional Information 71 APPENDIX A A-1 ii Veeva Systems Inc. | 2024 Proxy Statement TABLE OF CONTENTS PROPOSAL ONE: ELECTION OF DIRECTORS GOVERNANCE LEADERSHIP We, the members of the Veeva Systems Inc. Board of Directors, open this Proxy Statement by asking for your voting support. We provide information in this section describing who we are; how we are selected, elected, and evaluated; how we are organized; how we govern and are governed; how we are paid; and how you can communicate with us. First, we want to summarize a few recent and unique leadership actions that we believe set us apart. On February 1, 2021, after overwhelming approval by our voting shareholders, we became the first public company to transition from a traditional Delaware corporation to a Public Benefit Corporation ("PBC"). A PBC is a for-profit company that has adopted a public benefit purpose intended to provide benefits beyond just shareholder financial returns. Our PBC purpose is "to provide products and services that are intended to help make the industries we serve more productive, and to create high-quality employment opportunities in the communities in which we operate." As a PBC, our directors have a fiduciary duty to balance the financial interests of shareholders, the best interests of other stakeholders materially affected by our conduct, and the pursuit of our PBC purpose. We believe that operating as a PBC (i) reflects our longstanding core values—Do the Right Thing, Customer Success, Employee Success, and Speed, (ii) helps us maintain alignment with the principal industry we serve—life sciences—and its broad goal to improve health and extend lives, and (iii) enhances our relationships with employees and job candidates. We believe that these benefits, among others, are an essential part of our effort to create long-term, sustainable value

View Full Filing

View this DEF 14A filing on SEC EDGAR