nCino (NCNO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, to vote on five key proposals, including director elections, auditor ratification, executive compensation, board declassification, and a shareholder proposal on board declassification.

• The board recommends voting for all management proposals except the shareholder proposal, for which it makes no recommendation.

• The company emphasizes its commitment to good governance, transparency, and shareholder engagement, with detailed procedures for voting and participation.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying Ernst & Young LLP as auditor, an advisory say-on-pay vote, a management proposal to declassify the board, and a shareholder proposal on board declassification.

• The board supports all except the shareholder proposal, which is advisory and would not itself declassify the board.

• Approval of board declassification requires a supermajority (66 2/3%) vote.

Board of directors and corporate governance

• The board will reduce from ten to eight members after the meeting, with a mix of experienced executives and independent directors.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• The board is currently classified but will transition to annual elections if the declassification proposal passes, completing by 2028.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.