Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As discussed below under Item 5.07, on June 18, 2025, the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Second Amended and Restated Certificate of Incorporation to phase out the classification of the terms of the Company’s board of directors (the “Board”) and to provide instead for the annual election of directors, as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 9, 2025 (such filing, as amended by the additional and revised proxy materials filed thereafter in connection therewith, the “Proxy Statement”) and to make certain conforming changes. The Amendment was previously approved by the Board. The Amendment became effective upon the filing of the Third Amended and Restated Certificate of Incorporation (the “Third A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware on June 18, 2025. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third A&R Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 18, 2025 (the “Annual Meeting”). On April 21, 2025, the record date for the Annual Meeting, 115,215,186 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 105,962,904, or approximately 92.0%, of the eligible shares were represented virtually in person or by proxy.
The matters voted upon at the Annual Meeting and the results of those votes are as follows:
Proposal 1: Election of two Class II directors to hold office for a three-year term and until their respective successors are elected and qualified, or their earlier death, resignation or removal.
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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| Sean Desmond |
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97,665,228 |
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782,252 |
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109,024 |
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7,406,400 |
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| Justin Nyweide |
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96,055,562 |
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2,362,361 |
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138,581 |
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7,406,400 |
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Based on the votes set forth above, each of the Class II Director nominees were duly elected.
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.
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| Votes For |
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Votes Against |
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Votes Abstained |
| 105,181,256 |
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734,062 |
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47,586 |
Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was ratified.
Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
| 85,512,576 |
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12,683,159 |
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360,769 |
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7,406,400 |
Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to provide for the declassification of the Board.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
| 97,651,086 |
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858,762 |
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46,656 |
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7,406,400 |
Based on the votes set forth above, the stockholders approved the amendment to the Company’s Certificate of Incorporation to provide for the declassification of the Board.
