Veeva Systems 8-K 2024-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

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Veeva Systems Inc.

(Exact name of registrant as specified in its charter)

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4280 Hacienda Drive

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (925) 452-6500

Not Applicable

(Former name or former address, if changed since last report)

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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):

Securities registered pursuant to Section 12(b) of the Act:

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).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Veeva Systems Inc. (“Veeva”) filed its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), which was approved by its shareholders on June 12, 2024 at the Annual Meeting of Shareholders (the “Annual Meeting”), with the Delaware Secretary of State effective June 14, 2024. A description of the changes to the Certificate of Incorporation is contained in Appendix A of the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2024 (the “2024 Proxy Statement”), which Appendix A is incorporated herein by reference. The changes relate to an added provision exculpating certain of Veeva’s officers from liability in specific circumstances, as permitted by Delaware law. The description above is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 12, 2024 at its Annual Meeting, Veeva’s shareholders voted on four proposals, each of which is described in more detail in the 2024 Proxy Statement.

Only shareholders of record as of the close of business on April 15, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 161,613,941 shares of Veeva’s Class A common stock (“Common Stock”) were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of Common Stock was entitled to one vote for each share of Common Stock held as of the close of business on the Record Date.

The matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below.

Proposal 1*:* The vote for each director nominee is set forth in the table below:

Each of the director nominees named above, except for Mr. Sekhri, were elected to serve as directors until the 2025 annual meeting of shareholders or until his or her successor is duly elected and qualified.

In accordance with Veeva’s Corporate Governance Guidelines (the “Guidelines”), Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation. The Board will consider the resignation offer and make a determination as to whether to accept or reject the tendered resignation, in each case with Mr. Sekhri recusing himself from participating in the decision. Promptly thereafter, Veeva will publicly disclose the Board’s decision regarding the tendered resignation. Pursuant to Delaware law, Mr. Sekhri will continue to serve as a director pending the Board’s determination with respect to his conditional resignation.

Proposal 2*:* The appointment of KPMG LLP as Veeva’s independent registered public accounting firm for the fiscal year ending January 31, 2025 was ratified by the shareholders based on the following results of voting:

Proposal 3*:* The proposal to amend and restate Veeva’s Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation, to take effect immediately, was approved by the affirmative vote of a majority of the voting power of Veeva’s capital stock:

Proposal 4*:* The named executive officer compensation was approved by the shareholders on an advisory basis based on the following results of voting:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.