nCino, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on June 18, 2026, regarding nCino, Inc. (NCNO), a Delaware corporation. The filing primarily reports the results of the Company's Annual Meeting of Stockholders held on that date and the subsequent amendment to its Certificate of Incorporation.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Corporate Actions
- Charter Amendment Approved: Stockholders approved an amendment to the Company's Certificate of Incorporation to permit the removal of any director with or without cause. This change aligns the Charter with Delaware General Corporation Law requirements following the declassification of the Board of Directors, effective as of the 2028 annual meeting.
- Board Elections: Three directors (Jon Doyle, William Spruill, Diego Dugatkin) were elected to one-year terms, and one Class II director (Andy Yasutake) was elected to a two-year term.
- Accounting Firm Ratification: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027.
- Executive Compensation: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.
Voting Results and Shareholder Participation
On the record date of April 20, 2026, 108,794,598 shares were entitled to vote. Approximately 88.7% of eligible shares (96,531,303 shares) were represented at the meeting.
| Proposal | Votes For | Votes Against | Abstained | Outcome |
|---|---|---|---|---|
| Election of Directors (Jon Doyle) | 56,634,108 | 26,482,385 | 3,785,800 | Elected |
| Election of Directors (William Spruill) | 57,843,009 | 25,273,467 | 3,785,817 | Elected |
| Election of Directors (Diego Dugatkin) | 86,043,323 | 838,911 | 20,059 | Elected |
| Election of Directors (Andy Yasutake) | 86,188,762 | 693,405 | 20,126 | Elected |
| Ratification of Ernst & Young LLP | 96,196,995 | 321,399 | 12,909 | Ratified |
| Advisory Vote on Executive Compensation | 75,668,064 | 7,513,803 | 3,720,426 | Approved |
| Amendment to Charter (Director Removal) | 86,731,161 | 160,872 | 10,260 | Approved |
Guidance, Outlook, and Risks
This filing does not provide financial guidance, management commentary on business outlook, or specific risk factors. The primary governance change noted is the enhanced ability for stockholders to remove directors, which may impact future board composition dynamics.
Key Facts for Investor Verification
- Verify the effective date of the Board declassification (2028 annual meeting) and its implications for director tenure.
- Review the "Say on Pay" vote results, noting that approximately 9% of votes cast were against executive compensation.
- Confirm the appointment of Ernst & Young LLP for the fiscal year ending January 31, 2027.
- Examine the Fourth Amended and Restated Certificate of Incorporation (Exhibit 3.1) for the full text of the director removal provisions.