Business Context and Reporting Period
This Form 8-K Current Report from Veeva Systems Inc. covers events occurring on June 21, 2017, following the company's Annual Meeting of Stockholders. The filing details the appointment of a new director and the results of shareholder votes on governance and equity matters.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes
- Board Expansion: The Board of Directors increased its size from six to seven members.
- New Director Appointment: Mark Carges was appointed as a Class I director, effective immediately, serving until the 2020 annual meeting.
- Compensation Structure: Mr. Carges received an annual cash retainer of $50,000 and 2,403 restricted stock units (RSUs) valued at approximately $150,000, vesting quarterly over one year.
Shareholder Voting Results and Governance
At the Annual Meeting held on June 21, 2017, stockholders voted on three proposals. As of the record date (May 2, 2016), 107,415,609 shares of Class A common stock and 32,023,031 shares of Class B common stock were outstanding. Class B shares carried ten votes per share, while Class A shares carried one vote per share.
| Proposal | Outcome | Key Vote Counts |
|---|---|---|
| Proposal 1: Election of Directors (Class I) | Approved | Paul E. Chamberlain: 362,356,110 For / 1,840,402 Withheld Paul Sekhri: 355,140,776 For / 9,055,736 Withheld |
| Proposal 2: Approval of 2013 Equity Incentive Plan (Section 162(m) terms) | Approved | 302,842,539 For / 61,275,407 Against / 78,566 Abstain |
| Proposal 3: Ratification of KPMG LLP as Independent Auditor | Ratified | 378,997,110 For / 448,899 Against / 82,546 Abstain |
Investor Verification Checklist
- Verify the vesting schedule and performance conditions for the 2,403 RSUs granted to Mark Carges under the 2013 Equity Incentive Plan.
- Confirm the total number of outstanding shares and the dual-class voting structure (10:1 ratio) to understand future control dynamics.
- Review the 2017 Proxy Statement (filed May 9, 2017) for full details on the non-employee director compensation plan and the specific terms of the Equity Incentive Plan approved by shareholders.
- Note that the press release regarding Mr. Carges' appointment is incorporated by reference but explicitly excluded from being deemed "filed" under Section 18 of the Exchange Act.