nCino (NCNO) Proxy Filing summary

Executive summary

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

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

• The board is transitioning from a classified to a declassified structure, with all directors to be elected annually by 2028 if approved.

• The company emphasizes strong corporate governance, risk oversight, and ESG initiatives, including published sustainability policies and community engagement.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying Ernst & Young LLP as auditor, an advisory say-on-pay vote, amending the certificate of incorporation to declassify the board, and a shareholder proposal for annual director elections.

• The board supports all management proposals and is neutral on the shareholder proposal.

• 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 has adopted majority voting for uncontested director elections and maintains a lead independent director role.

• The company has a code of business conduct, stock ownership guidelines, and policies prohibiting hedging and pledging of company securities.