nCino (NCNO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, to vote on four key proposals, including director elections, auditor ratification, executive compensation, and a charter amendment for director removal flexibility.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation via internet, phone, or mail.

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

Voting matters and shareholder proposals

• Four proposals: election of four directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay vote, and amendment to allow director removal with or without cause.

• Board recommends voting “FOR” all proposals.

• Shareholders of record as of April 20, 2026, are eligible to vote.

• Shareholder proposals for the 2027 meeting must be submitted by January 8, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine members, with a phased declassification to annual elections by 2028.

• Majority of directors are independent, except the Chairman and CEO.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Stock ownership guidelines require directors and executives to hold significant equity.

• Board leadership includes a Lead Independent Director to ensure independent oversight.