8-K

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): January 13, 2021

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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):

☐	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	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).

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

On January 13, 2021, Veeva Systems Inc. (“Veeva”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, Veeva’s stockholders voted on two 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 December 3, 2020 (the “Special Meeting Proxy Statement”).

Only stockholders of record as of the close of business on November 27, 2020, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 136,371,279 shares of Veeva’s Class A common stock and 15,094,151 shares of Veeva’s Class B common stock were outstanding and entitled to vote at the Special Meeting. In deciding all matters at the Special 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 Special Meeting and the voting results with respect to each such matter are set forth below.

Proposal 1: Stockholders approved the amendment of Veeva's restated certificate of incorporation to become a public benefit corporation based on the following results of voting:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
255,688,843	2,838,402	54,862	0

Proposal 2: Stockholders approved the amendment of Veeva's restated certificate of incorporation to eliminate the classified structure of Veeva's board of directors based on the following results of voting:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
258,168,109	312,997	101,001	0

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.

		Veeva Systems Inc.
		By:	/s/ Josh Faddis
			Josh Faddis
			Senior Vice President, General Counsel
Dated:	January 14, 2021

XML

Cover Page	Jan. 13, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 13, 2021
Entity Registrant Name	Veeva Systems Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36121
Entity Tax Identification Number	20-8235463
Entity Address, Address Line One	4280 Hacienda Drive
Entity Address, City or Town	Pleasanton
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	925
Local Phone Number	452-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock,par value $0.00001 per share
Trading Symbol	VEEV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001393052