01—Abstract
Summary
Summary of the 8-K filed June 14, 2024. Cited figures are marked; the original filing is the authoritative source.
Veeva Systems Inc. (VEEV) filed this Form 8-K to report the results of its June 12, 2024 Annual Meeting of Shareholders and to disclose an amendment to its certificate of incorporation.
The amended and restated Certificate of Incorporation, approved by shareholders at the meeting, became effective with the Delaware Secretary of State on June 14, 2024. The change adds a provision exculpating certain Veeva officers from liability in specific circumstances, as permitted by Delaware law. Details are described in Appendix A of the 2024 Proxy Statement, and the full text is filed as Exhibit 3.1.
Shareholders elected nine of the ten director nominees to serve until the 2025 annual meeting. Director Paul Sekhri received 66,050,424 votes for and 69,136,450 against, and he tendered a conditional resignation. The disinterested members of the Nominating and Governance Committee recommended that the Board not accept it.
The Board will decide whether to accept or reject the resignation, with Mr. Sekhri recusing himself, and Veeva will publicly disclose that decision. Mr. Sekhri will remain a director in the meantime.
Shareholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, approved the officer exculpation charter amendment, and approved named executive officer compensation on an advisory basis. Votes on the compensation proposal were 123,209,618 for and 12,000,479 against.
02—Key points
Key Highlights
- Shareholders approved an Amended and Restated Certificate of Incorporation adding officer exculpation from liability in specific circumstances, effective June 14, 2024.
- Paul Sekhri, a director nominee, failed to win election, receiving 66,050,424 votes for and 69,136,450 against.
- Mr. Sekhri tendered a conditional resignation; the disinterested Nominating and Governance Committee recommended the Board not accept it, and the Board will decide with Mr. Sekhri recusing himself.
- Nine other director nominees were elected to serve until the 2025 annual meeting.
- KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending January 31, 2025, with 146,206,639 votes for.
- Named executive officer compensation was approved on an advisory basis, with 123,209,618 votes for and 12,000,479 against.
- As of the April 15, 2024 record date, 161,613,941 shares of Class A common stock were outstanding and entitled to vote.
03—Questions
Frequently Asked Questions
Why was the officer exculpation amendment made?
The filing states the amendment adds a provision exculpating certain officers from liability in specific circumstances, as permitted by Delaware law. It reflects Delaware law provisions regarding officer exculpation. Further description appears in Appendix A of the 2024 Proxy Statement.
Will Paul Sekhri remain on Veeva's Board?
Yes, for now. Under Delaware law, Mr. Sekhri will continue to serve as a director while the Board determines whether to accept his conditional resignation. Veeva will publicly disclose the Board's decision promptly after it is made.
Who is Veeva's auditor for the current fiscal year?
Shareholders ratified KPMG LLP as Veeva's independent registered public accounting firm for the fiscal year ending January 31, 2025.
How did shareholders vote on executive pay?
Named executive officer compensation was approved on an advisory basis, with 123,209,618 votes for, 12,000,479 against, 97,926 abstentions, and 12,349,219 broker non-votes.
04—Continue