False000139305200013930522022-06-092022-06-09

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 9, 2022
_____________________________________________________________________________
veev-20220609_g1.jpg
Veeva Systems Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of Veeva Systems Inc. (“Veeva”) held on June 9, 2022 (the “Annual Meeting”), Veeva’s stockholders voted on and approved an amendment and restatement of its 2013 Equity Incentive Plan (the “2013 Plan”). A description of the material terms of the 2013 Plan, as amended and restated, is contained in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2022 (the “2022 Proxy Statement”). The amended and restated 2013 Plan is filed as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by reference.

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

At the Annual Meeting, Veeva’s stockholders voted on three proposals, each of which is described in more detail in the 2022 Proxy Statement.

Only stockholders of record as of the close of business on April 14, 2022 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 140,022,354 shares of Veeva’s Class A common stock and 14,765,193 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, except as set forth below.

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 2023 annual meeting of stockholders or until his or her successor is duly elected and qualified. The vote for each director nominee is set forth in the table below:

NAME FOR AGAINST ABSTAIN BROKER
NON-VOTES
Tim Cabral 260,322,308 879,517 102,044 10,650,209
Mark Carges
 245,950,761 15,232,532 120,576 10,650,209
Paul E. Chamberlain
 260,831,041 388,961 83,867 10,650,209
Peter P. Gassner
 260,620,789 636,299 46,781 10,650,209
Mary Lynne Hedley
 255,662,697 5,592,170 49,002 10,650,209
Priscilla Hung 259,673,449 1,502,641 127,779 10,650,209
Tina Hunt 261,039,742 135,884 128,243 10,650,209
Marshall Mohr 254,793,559 6,381,279 129,031 10,650,209
Gordon Ritter
 244,433,175 16,799,860 70,834 10,650,209
Paul Sekhri
 227,621,463 33,623,539 58,867 10,650,209
Matthew J. Wallach
 260,568,099 689,858 45,912 10,650,209


Proposal 2: The amendment and restatement of the 2013 Plan was approved by the stockholders based on the following results of voting:

FOR AGAINST ABSTAIN BROKER
NON-VOTES
160,322,705 100,915,388 65,776 10,650,209


Proposal 3: The appointment of KMPG LLP as Veeva’s independent registered public accounting firm for the fiscal year ending January 31, 2023 was ratified by the stockholders based on the following results of voting:

FOR AGAINST ABSTAIN
270,776,237 1,041,432 136,409

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No. Description
10.1
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.
Veeva Systems Inc.
By: /s/ Josh Faddis
Josh Faddis
Senior Vice President, General Counsel
Dated: June 13, 2022


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