ncno-20230622

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 22, 2023

nCino, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41211

87-4154342

(State or other jurisdiction of

(Commission file number)

(IRS Employer

incorporation)

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 5.07 Submission of Matters to a Vote of Security Holders.

nCino, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2023. On April 27, 2023, the record date for the Annual Meeting, 112,186,856 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 105,310,218, or 93.8%, 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 Class III 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.


	For	Withheld	Broker Non-Votes
Jon Doyle	67,794,113	19,606,069	17,910,036
Jeffrey Horing	79,967,070	7,433,112	17,910,036
William Spruill	86,813,229	586,953	17,910,036

Based on the votes set forth above, each of the Class III 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, 2024.


Votes For	Votes Against	Votes Abstained
104,828,499	83,783	397,936

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, 2024 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
74,472,173	4,464,834	8,463,175	17,910,036

Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

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.


		nCino, Inc.
Date: June 28, 2023	By:		/s/ April Rieger
			April Rieger
			Chief Legal & Compliance Officer and Secretary

nCino Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders