nCino, Inc. Form 8-K Summary
Business context and reporting period
nCino, Inc. filed a Form 8-K dated June 23, 2022, reporting the results of its 2022 Annual Meeting of Stockholders held on that date. The filing was signed on June 28, 2022. It addresses shareholder voting matters and does not report quarterly or annual financial results.
Financial and operating metrics
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating performance metrics.
Material changes and voting results
| Proposal | Result |
|---|---|
| Election of Class II directors | Steven Collins and Spencer Lake were elected to three-year terms. Collins received 81,463,544 votes for and 9,279,385 withheld; Lake received 68,729,267 votes for and 22,013,662 withheld. Each nominee received 9,726,434 broker non-votes. |
| Ratification of Ernst & Young LLP | Approved as the independent registered public accounting firm for the fiscal year ending January 31, 2023, with 99,850,758 votes for, 39,543 against, and 579,062 abstentions. |
| Advisory executive compensation vote | Approved, with 84,844,513 votes for, 5,277,508 against, 620,908 abstentions, and 9,726,434 broker non-votes. |
| Frequency of executive compensation votes | Stockholders approved an annual frequency. The one-year option received 90,083,334 votes, compared with 24,220 for two years and 24,441 for three years; 610,934 abstentions and 9,726,434 broker non-votes were reported. |
| Majority voting in uncontested director elections | Approved, with 76,156,355 votes for, 897,560 against, 13,641,920 abstentions, and 9,773,457 broker non-votes. |
Guidance, outlook, risks, and unusual items
The filing provides no financial guidance, business outlook, management commentary, contingencies, or unusual financial items. Future advisory votes on named executive officer compensation will be held annually at least until the next required frequency vote.
Investor verification points
- Verify the election and terms of Class II directors Steven Collins and Spencer Lake.
- Confirm Ernst & Young LLP’s appointment for the fiscal year ending January 31, 2023.
- Note that shareholders approved annual advisory votes on executive compensation.
- Review the company’s subsequent governance disclosures concerning the approved majority-voting proposal.
- Use separate periodic filings to assess nCino’s financial performance, liquidity, debt, and outlook, which are not addressed in this Form 8-K.