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2: EX-10.1 Material Contract HTML 81K
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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 (see General Instructions A.2. below):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name of each exchange on which registered
iClass A Common Stock, par value $0.00001 per share
iVEEV
iNew
York Stock Exchange
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
i☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of Veeva Systems Inc. (“Veeva”) held on June 9, 2022 (the “Annual Meeting”), Veeva’s stockholders voted on and approved an amendment and restatement of its 2013 Equity Incentive Plan (the “2013 Plan”). A description of the material terms of the 2013 Plan, as amended and restated, is contained in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2022 (the “2022 Proxy Statement”). The amended and restated 2013 Plan is filed asExhibit 10.1 hereto and is incorporated
into this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Veeva’s stockholders voted on three proposals, each of which is described in more detail in the 2022 Proxy Statement.
Only stockholders of record as of the close of business on April 14, 2022 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 140,022,354 shares of Veeva’s Class A common stock and 14,765,193 shares of Veeva’s Class B common stock were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at
the Annual Meeting, each holder of Class A common stock of Veeva was entitled to one vote for each share of Class A common stock held as of the close of business on the Record Date, and each holder of Class B common stock of Veeva was entitled to ten votes for each share of Class B common stock held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters, except as set forth below.
The matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below.
Proposal 1: Each of the following nominees were elected to serve as directors until the 2023 annual meeting of stockholders or until his or her successor is duly elected and qualified. The vote for each director nominee
is set forth in the table below:
NAME
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Tim
Cabral
260,322,308
879,517
102,044
10,650,209
Mark Carges
245,950,761
15,232,532
120,576
10,650,209
Paul E. Chamberlain
260,831,041
388,961
83,867
10,650,209
Peter
P. Gassner
260,620,789
636,299
46,781
10,650,209
Mary Lynne Hedley
255,662,697
5,592,170
49,002
10,650,209
Priscilla Hung
259,673,449
1,502,641
127,779
10,650,209
Tina
Hunt
261,039,742
135,884
128,243
10,650,209
Marshall Mohr
254,793,559
6,381,279
129,031
10,650,209
Gordon Ritter
244,433,175
16,799,860
70,834
10,650,209
Paul
Sekhri
227,621,463
33,623,539
58,867
10,650,209
Matthew J. Wallach
260,568,099
689,858
45,912
10,650,209
Proposal
2: The amendment and restatement of the 2013 Plan was approved by the stockholders based on the following results of voting:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
160,322,705
100,915,388
65,776
10,650,209
Proposal
3: The appointment of KMPG LLP as Veeva’s independent registered public accounting firm for the fiscal year ending January 31, 2023 was ratified by the stockholders based on the following results of voting:
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
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.
