UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As discussed below under Item 5.07, on June 18, 2026, the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to permit stockholders to remove any director from office with or without cause, which is required to conform the Charter to the requirements of the Delaware General Corporation Law following the completion of the declassification of the board of directors (the “Board”) as of the 2028 annual meeting of stockholders (the “Declassification”). The Declassification was previously approved by the Company’s stockholders at the 2025 annual meeting of stockholders. The Amendment is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2026 (such filing, as amended by the additional and revised proxy materials filed thereafter in connection therewith, the “Proxy Statement”). The Amendment was previously approved by the Board and became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware on June 18, 2026. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth A&R Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on June 18, 2026 (the “Annual Meeting”). On April 20, 2026, the record date for the Annual Meeting, 108,794,598 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 96,531,303, or approximately 88.7%, 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 directors to hold office for one-year terms and one Class II director to hold office for a two-year term until each of their respective successors are elected and qualified, or their earlier death, resignation or removal.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||
| Jon Doyle |
56,634,108 | 26,482,385 | 3,785,800 | 9,629,010 | ||||||||||||
| William Spruill |
57,843,009 | 25,273,467 | 3,785,817 | 9,629,010 | ||||||||||||
| Diego Dugatkin |
86,043,323 | 838,911 | 20,059 | 9,629,010 | ||||||||||||
| Andy Yasutake (Class II) |
86,188,762 | 693,405 | 20,126 | 9,629,010 | ||||||||||||
Based on the votes set forth above, each of the 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, 2027.
| Votes For |
Votes Against |
Votes Abstained | ||
| 96,196,995 | 321,399 | 12,909 |
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, 2027 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 | |||
| 75,668,064 | 7,513,803 | 3,720,426 | 9,629,010 |
Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to remove any director with or without cause.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 86,731,161 | 160,872 | 10,260 | 9,629,010 |
Based on the votes set forth above, the stockholders approved the Amendment to the Company’s Charter to permit stockholders to remove any director with or without cause.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Fourth Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 22, 2026 | By: | /s/ Greg Orenstein | ||||
| Greg Orenstein | ||||||
| Chief Financial Officer & Treasurer | ||||||