nCino, Inc 8-K, filed Jun 28, 2023
nCino, Inc. (NCNO)
8-K
2023-06-28
For: 2023-06-22
View Original
Added on
April 07, 2026
About this 8-K
nCino, Inc filed this 8-K on June 28, 2023, reporting on events of June 22, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission file number) | (IRS Employer | ||||||||||||||||||
| incorporation) | Identification No.) | |||||||||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, Including Area Code: (888 ) 676-2466
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
nCino, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2023. On April 27, 2023, the record date for the Annual Meeting, 112,186,856 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 105,310,218, or 93.8%, 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 III 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.
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Jon Doyle | 67,794,113 | 19,606,069 | 17,910,036 | |||||||||||||||||
| Jeffrey Horing | 79,967,070 | 7,433,112 | 17,910,036 | |||||||||||||||||
| William Spruill | 86,813,229 | 586,953 | 17,910,036 | |||||||||||||||||
Based on the votes set forth above, each of the Class III 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, 2024.
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 104,828,499 | 83,783 | 397,936 | ||||||||||||
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, 2024 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 | |||||||||||||||||
| 74,472,173 | 4,464,834 | 8,463,175 | 17,910,036 | |||||||||||||||||
Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
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 28, 2023 | By: | /s/ April Rieger | |||||||||
| April Rieger | |||||||||||
Chief Legal & Compliance Officer and Secretary | |||||||||||