01-31False000139305200013930522023-06-212023-06-21
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 21, 2023
_____________________________________________________________________________
Veeva Systems Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________
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| Delaware | 001-36121 | 20-8235463 | |
| (State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
4280 Hacienda Drive
Pleasanton, California 94588
(Address of principal executive offices)
Registrant’s telephone number, including area code: (925) 452-6500
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 (see General Instructions A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Class A Common Stock,
par value $0.00001 per share | | VEEV | | New York Stock Exchange |
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).
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| 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. | | ☐
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 21, 2023, the Board of Directors (the “Board”) of Veeva Systems Inc. (“Veeva”) amended and restated Veeva's bylaws (as amended and restated, the “Bylaws”) effective immediately. The Bylaws were amended and restated to include a Delaware forum selection provision; to update the advance notice and related provisions to make them more consistent with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, to update them for current market practices, and to include provisions consistent with our charter as a public benefit corporation; and to make other updates to comply with Delaware law changes.
The foregoing description of the amendment and restatement of the Bylaws is not complete and is qualified in its entirety by the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 21, 2023 at our Annual Meeting of Shareholders (the “Annual Meeting”), Veeva’s shareholders voted on four proposals, each of which is described in more detail in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 10, 2023.
Only shareholders of record as of the close of business on April 26, 2023 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 145,691,558 shares of Veeva’s Class A common stock and 14,498,275 shares of Veeva’s Class B common stock were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of Class A common stock of Veeva was entitled to one vote for each share of Class A common stock held as of the close of business on the Record Date, and each holder of Class B common stock of Veeva was entitled to ten votes for each share of Class B common stock held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters.
The matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below.
Proposal 1: Each of the following nominees were elected to serve as directors until the 2024 annual meeting of shareholders or until his or her successor is duly elected and qualified. The vote for each director nominee is set forth in the table below:
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| NAME | | FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| Tim Cabral | | 263,202,970 | | 1,307,455 | | 130,660 | | 13,272,121 |
Mark Carges | | 261,949,137 | | 2,482,712 | | 209,236 | | 13,272,121 |
Peter P. Gassner | | 263,467,550 | | 1,099,922 | | 73,613 | | 13,272,121 |
Mary Lynne Hedley | | 259,000,601 | | 5,533,304 | | 107,180 | | 13,272,121 |
| Priscilla Hung | | 263,703,827 | | 751,698 | | 185,560 | | 13,272,121 |
| Tina Hunt | | 263,686,481 | | 768,874 | | 185,730 | | 13,272,121 |
| Marshall Mohr | | 253,066,661 | | 11,382,579 | | 191,845 | | 13,272,121 |
Gordon Ritter | | 257,402,189 | | 7,151,375 | | 87,521 | | 13,272,121 |
Paul Sekhri | | 156,877,662 | | 107,406,624 | | 356,799 | | 13,272,121 |
Matthew J. Wallach | | 263,268,850 | | 1,297,947 | | 74,288 | | 13,272,121 |
Proposal 2: The appointment of KPMG LLP as Veeva’s independent registered public accounting firm for the fiscal year ending January 31, 2024 was ratified by the shareholders based on the following results of voting:
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| FOR | | AGAINST | | ABSTAIN |
| 276,668,343 | | 1,108,243 | | 136,620 |
Proposal 3: Our proposal to amend and restate our Restated Certificate of Incorporation to eliminate
inoperative provisions and update certain other miscellaneous provisions, to take effect on or after October 15, 2023, was approved by 66 2/3% of the voting power of our capital stock:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| 264,486,364 | | 38,224 | | 116,497 | | 13,272,121 |
Proposal 4: The shareholder proposal to require shareholder approval for certain advance notice bylaw amendments was not approved by the shareholders based on the following results of voting:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTES |
| 17,273,081 | | 246,579,720 | | 788,284 | | 13,272,121 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 3.1 | | |
| 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.
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| Veeva Systems Inc. |
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| By: | /s/ Josh Faddis |
| | Josh Faddis |
| | Senior Vice President, General Counsel |
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| Dated: June 23, 2023 | | |
