UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

VEEVA SYSTEMS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6-(i)(1) and 0-11

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NOTICE OF 2026 ANNUAL MEETING OF

SHAREHOLDERS

WHAT: 2026 Annual Meeting of Shareholders. We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Veeva Systems Inc., a public benefit corporation under the laws of the State of Delaware, for use at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) described here. This chart shows the items up for a vote at the Annual Meeting, how votes will be counted, and how management recommends you vote on each item.

Proposal

More

Information

Board

Recommendation

Broker

Non-Votes

Abstentions

Votes Required

for Approval

One

To elect the directors listed in Proposal One to serve as directors until the annual meeting to be held in 2027 or until their successors are duly elected and qualified.

Page 1

FOR

Will have no effect on the outcome

Majority of the votes duly cast, with respect to each nominee; votes “for” exceed votes “against”

Two

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.

Page 41

FOR

Will have no effect on the outcome

Majority of the votes duly cast; votes “for” exceed votes “against”

WHEN: Wednesday, June 17, 2026, 9:00 a.m. Pacific Time

WHERE: The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/VEEV2026, where you will be able to listen to the meeting live, submit questions, and vote online.

WHO CAN VOTE: You can vote if you were a shareholder of record as of the close of business on April 20, 2026 (the “Record Date”).

HOW CAN I VOTE:

Shareholders of record can vote in any of these ways:

•	Internet: www.proxyvote.com until 11:59 p.m. Eastern Time on Tuesday, June 16, 2026;

•	Telephone: 1-800-690-6903 until 11:59 p.m. Eastern Time on Tuesday, June 16, 2026;

•	Mail: Sign, date, and mail your proxy card (if you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you instruct); or

•	Directly at the virtual Annual Meeting: Visit www.virtualshareholdermeeting.com/VEEV2026 and enter your control number.

Beneficial Owners of Shares Held in Street Name

•	Please refer to the voting instructions provided to you by your broker, trustee, or other nominee that holds your shares.

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Adjournments and Postponements

Any action on the items of business described above may be considered at the virtual Annual Meeting or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Voting

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares over the Internet, by telephone, or by mail. Voting your shares in advance will not prevent you from participating in the Annual Meeting virtually, revoking your earlier submitted proxy, or voting your shares during the virtual Annual Meeting. For specific instructions on how to vote your shares, please see “Frequently Asked Questions and Answers” in the Proxy Statement.

On or about May 4, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to shareholders of record as of the Record Date. The Notice contains instructions on how to access our Proxy Statement and our Annual Report for the fiscal year ended January 31, 2026 (together, the “proxy materials”). The Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.

As used in this Proxy Statement, the terms “Veeva,” “the Company,” “we,” “us,” and “our” mean Veeva Systems Inc. and its subsidiaries unless the context indicates otherwise.


			By Order of the Board of Directors,

			Josh Faddis
			SVP, General Counsel and Corporate Secretary
			May 4, 2026

An Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 17, 2026: The Notice, Proxy Statement, and 2026 Annual Report is available to shareholders at www.proxyvote.com.

Veeva Systems Inc. | 2026 Proxy Statement

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			Page
PROPOSAL ONE: ELECTION OF DIRECTORS			1
BOARD RESPONSIVENESS			1
WHO WE ARE			2
Board Nominees			3
HOW WE ARE SELECTED, ELECTED, AND EVALUATED			13
Director Independence			13
Considerations in Evaluating Director Nominees			14
Board and Committee Evaluations			14
Director On-Boarding and Continuing Education			15
Shareholder Recommendations for Nominations to the Board; Proxy Access			15
HOW WE ARE ORGANIZED			16
Board Leadership Structure			16
Board Committees			16
Overboarding			18
Board and Committee Meeting Attendance			19
Compensation Committee Interlocks and Insider Participation			19
HOW WE GOVERN AND ARE GOVERNED			20
Overview of Our Corporate Governance Program and Recent Actions			20
Shareholder Engagement Program			21
Corporate Governance Policies			22
Board Oversight of Risk			22
Board’s Role in Human Capital Management			23
Certain Relationships and Related Party Transactions			23
HOW WE ARE PAID			25
Non-Employee Director Compensation Plan			25
Director Compensation			26
Stock Ownership Guidelines			26
HOW YOU CAN COMMUNICATE WITH US			27
OUR COMPANY			28
Overview			28
Our Executive Officers			28
Our Unique Employment Practices			29
Our Workforce			30
Our Approach to Environmental Sustainability			31
Our Approach to Internal Audit			31
Our Security and Privacy Programs			31
Audit Committee Report			33
OUR PUBLIC BENEFIT CORPORATION REPORT			34
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41

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			Page
OUR PAY			42
Compensation Discussion and Analysis			42
Executive Summary			42
Executive Compensation Philosophy, Objectives, and Components			43
Role of Compensation Committee, Management, and Compensation Consultant			44
Peer Group and Competitive Data			44
Principal Elements of Compensation			45
Other Compensation Information and Policies			48
Tax and Accounting Considerations			50
Compensation Committee Report			51
Summary Compensation Table			52
Fiscal 2026 Grants of Plan-Based Awards			53
Outstanding Equity Awards at Fiscal 2026 Year-End			54
Fiscal 2026 Option Exercises and Stock Vested			56
Fiscal 2026 Potential Payments Upon Termination or Change in Control			56
CEO Pay Ratio			56
Pay Versus Performance			58
Equity Compensation Plan Information			62
OUR SHAREHOLDERS			63
Security Ownership of Certain Beneficial Owners and Management			63
OUR MEETING			65
Frequently Asked Questions and Answers			65
Additional Information			71

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PROPOSAL ONE: ELECTION OF DIRECTORS

BOARD RESPONSIVENESS

We, the members of the Veeva Systems Inc. Board of Directors (the “Board”), open this Proxy Statement by asking for your voting support.

Our shareholder engagement program in the last year reached out to holders representing approximately 40% of our outstanding shares of common stock as of December 31, 2025 and resulted in meetings with holders representing approximately 30% of our outstanding shares. At shareholder engagement meetings, we discussed our business strategy and corporate governance program, including our Board composition and executive compensation practices.

We care deeply about being an engaged and responsive Board and have taken the following actions in the last year in part in response to conversations with our shareholders:

•	We initiated a $2 billion share repurchase program to return capital to shareholders. This program is described further in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026;

•

We discussed Chief Executive Officer (“CEO”) compensation, including the equity grant to our CEO in 2024. While we believed, and continue to believe, Mr. Gassner’s long-term incentive compensation, comprised of premium-priced stock options that vest over the course of five years (from 2025 to 2030), was well aligned to the interests of our shareholders and created strong incentives for Mr. Gassner, our Compensation Committee is committed to evaluating the success of our CEO compensation program and considering other program designs for periods beyond 2030. The rationale behind our CEO compensation program is described further at “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation”;

•	We listened to shareholders’ stated preference for a one-year say-on-pay cadence and will support an annual say-on-pay vote at the next say-when-on-pay advisory vote at our 2027 annual meeting;

•

We discussed the independence of our directors, Messrs. Cabral and Wallach. Neither Mr. Cabral nor Mr. Wallach has served as an executive officer of Veeva for over five years. With their deep knowledge of Veeva, Mr. Cabral provides industry expertise to the Audit Committee and Mr. Wallach delivers important insight to the Nominating and Governance Committee. Their independence considerations are discussed further at “How We Are Selected, Elected, and Evaluated—Director Independence.”

In recent years we converted to a single-class voting structure, declassified our Board structure, and adopted a market proxy access provision and a process for shareholders to call special meetings. We also refreshed the membership of our Board and formed a Board committee specifically tasked with oversight of cybersecurity risk. We believe these actions and others position us as a governance leader across many fronts.

Finally, we are a Public Benefit Corporation (“PBC”) with the stated purpose “to provide products and services that are intended to help make the industries we serve more productive, and to create high-quality employment opportunities in the communities in which we operate.” As a PBC, our directors have a fiduciary duty to balance the financial interests of shareholders, the best interests of other stakeholders materially affected by our conduct, and the pursuit of our PBC purpose. We believe that operating as a PBC (i) reflects our longstanding core values—Do the Right Thing, Customer Success, Employee Success, and Speed, (ii) helps us maintain alignment with the principal industry we serve—life sciences—and its broad goal to improve health and extend lives, and (iii) enhances our relationships with employees and job candidates. We believe that these benefits, among others, are an essential part of our effort to create long-term, sustainable value for shareholders and, if done well, a societal benefit. Our annual PBC report is included herein at “Our Public Benefit Corporation Report.”

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WHO WE ARE

Our Board may establish the authorized number of directors from time to time by resolution and nine directors are currently authorized. A director serves in office until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal. Our amended and restated certificate of incorporation (“Certificate of Incorporation”) and amended and restated bylaws (“Bylaws”) that are currently in effect authorize only our Board to fill vacancies on our Board until the next annual meeting of shareholders.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated nine individuals to be elected at the Annual Meeting. As of the date of this Proxy Statement, all of the nominees, except Peter Gassner, have been determined by the Board to be independent in accordance with the New York Stock Exchange (“NYSE”) listing standards. All of the nominees are presently directors of Veeva and have consented to being named in this Proxy Statement and to serving as directors if elected. You cannot vote for a greater number of persons than the nine director candidates.

Our Board unanimously recommends a vote “FOR” each of its nominees for director.

Required Vote

With respect to each nominee, election requires the affirmative vote of a majority of the votes duly cast, i.e., votes “for” exceed votes “against.”

2 Veeva Systems Inc. | 2026 Proxy Statement

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Who We Are

Board Nominees

Our Board reflects a broad range of experience and perspectives and has an appropriate balance of members who have supported Veeva from its beginning and who have joined more recently. The following charts provide information concerning our Board nominees as of May 4, 2026.


Average Director Age	Average Director Tenure	Female Directors	Directors from Underrepresented Communities⁽¹⁾
62 years	9.3 years	22%	22%

Board Skill

Cabral

Carges

Gassner

Hedley

Hung

Mohr

Ritter

Sekhri

Wallach

Technical software expertise⁽²⁾

X

Life sciences operational expertise⁽³⁾

X

Veeva-specific operational expertise⁽⁴⁾

X

Business executive expertise⁽⁵⁾

X

SEC Form DEF 14A filed by Veeva Systems Inc.