nCino (NCNO) investors approve charter change and elect full director slate

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What corporate governance change did nCino (NCNO) stockholders approve at the 2026 annual meeting?

How many nCino (NCNO) shares were eligible to vote and actually voted at the 2026 annual meeting?

Were all nCino (NCNO) director nominees elected at the 2026 annual meeting?

Did nCino (NCNO) stockholders approve executive compensation on an advisory basis in 2026?

Which audit firm did nCino (NCNO) stockholders ratify for the fiscal year ending January 31, 2027?

When did nCino’s charter amendment to permit director removal without cause become effective?

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Form Type

8-K

nCino, Inc. held its annual stockholder meeting on June 18, 2026, where investors approved several governance and routine business items. Of 108,794,598 common shares entitled to vote as of April 20, 2026, 96,531,303 shares were represented, reflecting approximately 88.7% participation.

Stockholders elected three directors to one-year terms and one Class II director to a two-year term, with each nominee receiving more votes for than against. They also ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027, with 96,196,995 votes for and 321,399 against.

In an advisory vote, stockholders approved compensation for named executive officers, with 75,668,064 votes for and 7,513,803 against. Importantly, stockholders also approved an amendment to the company’s charter allowing stockholders to remove any director with or without cause, receiving 86,731,161 votes for. This amendment aligns the charter with Delaware law as the board transitions to full declassification by the 2028 annual meeting and became effective upon filing the Fourth Amended and Restated Certificate of Incorporation.

3 items: 5.03, 5.07, 9.01

3 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Shares entitled to vote: 108,794,598 shares Shares represented: 96,531,303 shares Auditor ratification votes for: 96,196,995 votes +2 more

5 metrics

Shares entitled to vote 108,794,598 shares Common stock entitled to vote as of April 20, 2026

Shares represented 96,531,303 shares Shares present or by proxy at 2026 annual meeting (~88.7%)

Auditor ratification votes for 96,196,995 votes Ernst & Young LLP for FY ending January 31, 2027

Say-on-pay votes for 75,668,064 votes Advisory approval of named executive officer compensation

Charter amendment votes for 86,731,161 votes Allowing stockholders to remove directors with or without cause

declassification of the board of directors, Fourth Amended and Restated Certificate of Incorporation, independent registered public accounting firm, broker non-votes, +1 more

5 terms

declassification of the board of directors regulatory

"following the completion of the declassification of the board of directors (the “Board”) as of the 2028 annual meeting"

Fourth Amended and Restated Certificate of Incorporation regulatory

"upon the filing of the Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Certificate of Incorporation”)"

independent registered public accounting firm financial

"Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes Abstained | | Broker Non-Votes 75,668,064 | | 7,513,803 | | 3,720,426 | | 9,629,010"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote regulatory

"Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 05:01 PM Accepted by SEC EDGAR 06/22/2026 - 05:00 PM

Stockholders approved an amendment to nCino’s charter allowing stockholders to remove any director with or without cause. This change aligns the company’s governance with Delaware law as the board completes its declassification by the 2028 annual meeting.

A total of 108,794,598 nCino common shares were entitled to vote as of April 20, 2026. Of these, 96,531,303 shares were represented virtually or by proxy, reflecting approximately 88.7% shareholder participation in the meeting.

All director nominees were elected. Three directors won one-year terms and one Class II director won a two-year term. Each received more votes for than against, with additional broker non-votes reported but not affecting the election outcomes.

Yes, stockholders approved the compensation for nCino’s named executive officers in a non-binding advisory vote. The proposal received 75,668,064 votes for, 7,513,803 votes against, 3,720,426 abstentions, and 9,629,010 broker non-votes recorded.

Stockholders ratified Ernst & Young LLP as nCino’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The ratification received 96,196,995 votes for, 321,399 votes against, and 12,909 votes abstained.

The charter amendment became effective upon filing the Fourth Amended and Restated Certificate of Incorporation on June 18, 2026. This filing with the Delaware Secretary of State implemented the stockholder-approved change on director removal rights.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 18, 2026

nCino, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41211

87-4154342

(State or other jurisdiction

of incorporation)

(Commission

file number)

(IRS Employer

Identification No.)

6770 Parker Farm Drive

Wilmington, North Carolina 28405

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 676-2466

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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(s)

Name of each exchange

on which registered

Common Stock, par value $0.0005 per share

NCNO

The Nasdaq Global Select Market

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 ☐

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 5.03

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

As discussed below under Item 5.07, on June 18, 2026, the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to permit stockholders to remove any director from office with or without cause, which is required to conform the Charter to the requirements of the Delaware General Corporation Law following the completion of the declassification of the board of directors (the “Board”) as of the 2028 annual meeting of stockholders (the “Declassification”). The Declassification was previously approved by the Company’s stockholders at the 2025 annual meeting of stockholders. The Amendment is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2026 (such filing, as amended by the additional and revised proxy materials filed thereafter in connection therewith, the “Proxy Statement”). The Amendment was previously approved by the Board and became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware on June 18, 2026. 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 Fourth 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, 2026 (the “Annual Meeting”). On April 20, 2026, the record date for the Annual Meeting, 108,794,598 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 96,531,303, or approximately 88.7%, 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 three directors to hold office for one-year terms and one Class II director to hold office for a two-year term until each of their respective successors are elected and qualified, or their earlier death, resignation or removal.


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Jon Doyle		56,634,108		26,482,385		3,785,800		9,629,010
William Spruill		57,843,009		25,273,467		3,785,817		9,629,010
Diego Dugatkin		86,043,323		838,911		20,059		9,629,010
Andy Yasutake (Class II)		86,188,762		693,405		20,126		9,629,010

Based on the votes set forth above, each of the 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, 2027.


Votes For	Votes Against	Votes Abstained
96,196,995	321,399	12,909

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, 2027 was ratified.

Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers.


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
75,668,064	7,513,803	3,720,426	9,629,010

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 permit stockholders to remove any director with or without cause.


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
86,731,161	160,872	10,260	9,629,010

Based on the votes set forth above, the stockholders approved the Amendment to the Company’s Charter to permit stockholders to remove any director with or without cause.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Fourth Amended and Restated Certificate of Incorporation

104		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.

Source: View Original Filing on SEC EDGAR

nCino, Inc.

Date: June 22, 2026

/s/ Greg Orenstein

Greg Orenstein

Chief Financial Officer & Treasurer

4 documents