Business Context and Reporting Period
This Form 8-K Current Report from Veeva Systems Inc. covers events occurring at the Annual Meeting of Stockholders held on June 9, 2022. The filing details the outcomes of shareholder votes regarding director elections, equity plan amendments, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. No financial statements are included in this document.
Material Changes and Voting Results
Shareholders voted on three primary proposals. The voting structure involved Class A common stock (1 vote per share) and Class B common stock (10 votes per share), voting as a single class.
- Proposal 1 (Director Elections): All 11 nominees were elected to serve until the 2023 annual meeting. Notable vote splits included:
- Paul Sekhri: Received the highest "Against" votes (33,623,539) and lowest "For" votes (227,621,463) among the nominees.
- Gordon Ritter: Received 16,799,860 "Against" votes.
- Tim Cabral: Received the highest "For" votes (260,322,308).
- Proposal 2 (Equity Plan Amendment): Stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan.
- For: 160,322,705
- Against: 100,915,388
- Abstain: 65,776
- Proposal 3 (Auditor Ratification): Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2023.
- For: 270,776,237
- Against: 1,041,432
- Abstain: 136,409
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It strictly reports the administrative outcomes of the Annual Meeting.
Investor Verification Checklist
- Verify the specific terms of the amended 2013 Equity Incentive Plan in the definitive proxy statement (Schedule 14A) filed on April 27, 2022, or Exhibit 10.1 of this filing.
- Review the significant "Against" vote percentage for director nominee Paul Sekhri (approx. 12.8% of votes cast excluding broker non-votes) to understand shareholder sentiment.
- Confirm the total outstanding share count as of the Record Date (April 14, 2022): 140,022,354 Class A shares and 14,765,193 Class B shares.
- Note that KPMG LLP is the ratified auditor for the fiscal year ending January 31, 2023.