A Form 10-K summary is provided at the beginning of this document, with hyperlinked cross-references. This allows users to easily locate the corresponding items in this Form 10-K, where the disclosure is fully presented. The summary does not include certain Part III information that is incorporated by reference to the Proxy Statement.
92 Veeva Systems Inc. | Form 10-K
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EXHIBIT INDEX
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| Exhibit Number | | | | Incorporated by Reference | | | | | | | | |
| Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed Herewith | | |
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| 2.1 | | Share Purchase Agreement, dated September 29, 2015, among Veeva Systems Inc., Veeva U.K. Holdings Limited, Accel-KKR Structured Capital Partners, LP and the other sellers party thereto. | | 8-K | | 001-36121 | | 2.1 | | 10/1/2015 | | |
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| 2.2 | | Deed of Variation of Share Purchase Agreement, dated May 11, 2016, among Veeva Systems Inc., Veeva U.K. Holdings Limited, Accel-KKR Structured Capital Partners, LP and the other sellers party thereto. | | 10-Q | | 001-36121 | | 2.2 | | 6/8/2016 | | |
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| 2.3 | | Agreement and Plan of Merger, dated September 26, 2019, among Veeva Systems Inc., P109 Merger Sub., Inc., Crossix Solutions Inc. and the other sellers party thereto. | | 8-K | | 001-36121 | | 2.1 | | 9/26/2019 | | |
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| 3.1 | | Restated Certificate of Incorporation of Registrant. | | 8-K | | 001-36121 | | 3.1 | | 10/22/2013 | | |
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| 3.2 | | Amended and Restated Bylaws of Veeva Systems Inc. | | S-1/A | | 333-191085 | | 3.4 | | 10/3/2013 | | |
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| 4.1 | | Form of Registrant’s Class A common stock certificate. | | S-1/A | | 333-191085 | | 4.1 | | 10/3/2013 | | |
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| 4.2 | | Description of Capital Stock. | | | | | | | | | | X |
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| 10.1 | | Data Processing Addendum, dated April 4, 2014, to Value-Added Reseller Agreement, between Registrant and salesforce.com, inc., as amended. | | 10-Q | | 001-36121 | | 10.1 | | 6/6/2014 | | |
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| 10.2 | | Purchase and Sale Agreement, dated June 11, 2014, between Registrant and The Duffield Family Foundation, as amended July 16, 2014. | | 10-Q | | 001-36121 | | 10.1 | | 9/11/2014 | | |
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| 10.3 | | Description of Non-Employee Director Compensation. | | 8-K | | 001-36121 | | Item 5.07 | | 6/15/2018 | | |
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| 10.4 | | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | | S-1/A | | 333-191085 | | 10.1 | | 10/3/2013 | | |
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| 10.5* | | 2007 Stock Plan and forms of agreements thereunder. | | S-1 | | 333-191085 | | 10.2 | | 9/11/2013 | | |
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| 10.6* | | 2012 Equity Incentive Plan and forms of agreements thereunder. | | S-1 | | 333-191085 | | 10.3 | | 9/11/2013 | | |
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| 10.7* | | 2013 Equity Incentive Plan and forms of agreements thereunder. | | 10-K | | 001-36121 | | 10.4 | | 3/28/2019 | | |
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| 10.8* | | 2013 Employee Stock Purchase Plan. | | S-1/A | | 333-191085 | | 10.5 | | 10/3/2013 | | |
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| 10.9** | | Amended and Restated Value-Added Reseller Agreement, dated September 2, 2010, between Registrant and salesforce.com, inc., as amended December 3, 2010, December 13, 2010, April 15, 2011, August 23, 2011, September 29, 2011, April 3, 2012 and May 24, 2012. | | S-1/A | | 333-191085 | | 10.7 | | 9/20/2013 | | |
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| 10.10** | | Eighth Amendment, dated March 3, 2014, to Amended and Restated Value-Added Reseller Agreement, dated September 2, 2010, between Registrant and salesforce.com, inc., as amended. | | 8-K | | 001-36121 | | 10.1 | | 3/4/2014 | | |
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| 10.11* | | Offer letter, dated June 20, 2013, between Peter P. Gassner and the Registrant. | | S-1 | | 333-191085 | | 10.8 | | 9/11/2013 | | |
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| 10.12* | | Offer letter, dated June 19, 2013, between Matthew J. Wallach and the Registrant. | | S-1 | | 333-191085 | | 10.9 | | 9/11/2013 | | |
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| 10.13* | | Offer letter, dated January 25, 2010, between Timothy S. Cabral and the Registrant. | | S-1 | | 333-191085 | | 10.10 | | 9/11/2013 | | |
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| 10.14* | | Offer letter, dated March 16, 2012, between Ronald E. F. Codd and the Registrant. | | S-1 | | 333-191085 | | 10.11 | | 9/11/2013 | | |
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| 10.15* | | Offer letter, dated August 14, 2012, between Jonathan W. Faddis and the Registrant. | | 10-Q | | 001-36121 | | 10.1 | | 6/4/2015 | | |
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| 10.16* | | Description of Non-Employee Director Compensation. | | 8-K | | 001-36121 | | 10.1 | | 6/15/2018 | | |
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| 10.17 | | Data Processing Addendum, dated January 23, 2016, to Value-Added Reseller Agreement, between Registrant and salesforce.com, inc., as amended. | | 10-K | | 001-36121 | | 10.17 | | 3/31/2016 | | |
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| 10.18* | | Offer letter, dated February 20, 2015, between Alan V. Mateo and the Registrant. | | 10-Q | | 001-36121 | | 10.1 | | 6/8/2016 | | |
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94 Veeva Systems Inc. | Form 10-K
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| 10.19* | | Offer letter, dated January 23, 2013, between E. Nitsa Zuppas and the Registrant. | | 10-Q | | 001-36121 | | 10.2 | | 6/8/2016 | | |
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| 10.20 | | Ninth Amendment, dated August 11, 2016, to Amended and Restated Value-Added Reseller Agreement, between salesforce.com, inc. and the Registrant, as amended. | | 10-Q | | 001-36121 | | 10.1 | | 9/8/2016 | | |
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| 10.21* | | Offer Letter, dated January 15, 2016, between Frederic Lequient and the Registrant. | | 10-Q | | 001-36121 | | 10.1 | | 6/8/2017 | | |
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| 10.22* | | 2013 Equity Incentive Plan Forms of Notice of Stock Option Grants to Peter P. Gassner. | | 10-K | | 001-36121 | | 10.22 | | 3/30/2018 | | |
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| 21.1 | | List of Subsidiaries of Registrant. | | | | | | | | | | X |
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| 23.1 | | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | | | | | | | | | | X |
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| 24.1 | | Power of Attorney (see page 97 of this Annual Report on Form 10-K). | | | | | | | | | | X |
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| 31.1 | | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | | | | | | | | | | X |
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| 31.2 | | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | | | | | | | | | | X |
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| 32.1† | | Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. | | | | | | | | | | X |
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| 32.2† | | Certification of Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. | | | | | | | | | | X |
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| 101.INS | | XBRL Instance Document. | | | | | | | | | | X |
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| 101.SCH | | XBRL Taxonomy Schema Linkbase Document. | | | | | | | | | | X |
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| 101.CAL | | XBRL Taxonomy Calculation Linkbase Document. | | | | | | | | | | X |
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| 101.DEF | | XBRL Taxonomy Definition Linkbase Document. | | | | | | | | | | X |
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| 101.LAB | | XBRL Taxonomy Labels Linkbase Document. | | | | | | | | | | X |
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| 101.PRE | | XBRL Taxonomy Presentation Linkbase Document. | | | | | | | | | | X |
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| * | Indicates a management contract or compensatory plan. |
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| ** | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to an order granting confidential treatment. Omitted portions have been submitted separately to the Securities and Exchange Commission (SEC). |
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| † | The certifications attached as Exhibit 32.1 and 32.2 that accompany this Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Veeva Systems Inc. under the Securities Act of 1933, as amended (Securities Act), or the Securities Exchange Act of 1934, as amended (Exchange Act), whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. |
96 Veeva Systems Inc. | Form 10-K
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 30th day of March 2020.
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| VEEVA SYSTEMS INC. |
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| /s/ Timothy S. Cabral |
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| Timothy S. Cabral Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Peter P. Gassner and Timothy S. Cabral, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ Peter P. Gassner | | Chief Executive Officer and Director (Principal Executive Officer) | | March 30, 2020 |
| Peter P. Gassner | | | | |
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| /s/ Timothy S. Cabral | | Chief Financial Officer (Principal Financial Officer) | | March 30, 2020 |
| Timothy S. Cabral | | | | |
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| /s/ Michele O’ Connor | | Chief Accounting Officer (Principal Accounting Officer) | | March 30, 2020 |
| Michele O’Connor | | | | |
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| /s/ Tim Barabe | | Director | | March 30, 2020 |
| Tim Barabe | | | | |
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| /s/ Mark Carges | | Director | | March 30, 2020 |
| Mark Carges | | | | |
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| /s/ Paul Chamberlain | | Director | | March 30, 2020 |
| Paul Chamberlain | | | | |
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| /s/ Ronald E.F. Codd | | Director | | March 30, 2020 |
| Ronald E.F. Codd | | | | |
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| /s/ Mary Lynne Hedley | | Director | | March 30, 2020 |
| Mary Lynne Hedley | | | | |
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| /s/ Gordon Ritter | | Chairman of the Board of Directors | | March 30, 2020 |
| Gordon Ritter | | | | |
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| /s/ Paul Sekhri | | Director | | March 30, 2020 |
| Paul Sekhri | | | | |
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| /s/ Matthew J. Wallach | | Director | | March 30, 2020 |
| Matthew J. Wallach | | | | |
97 Veeva Systems Inc. | Form 10-K