Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Veeva Systems Inc. ("Veeva") filed our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which was approved by our stockholders on June 23, 2021 at our Annual Meeting of Stockholders (the "Annual Meeting"), with the Delaware Secretary of State effective June 25, 2021. A description of the changes to the Certificate of Incorporation is contained in Appendix A of the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 10, 2021 (the "2021 Proxy Statement") titled "Proposed New Certificate," which is incorporated herein by reference. These changes generally relate to Veeva permitting stockholders to call special meetings, provided that such stockholders satisfy the requirements in Veeva's amended and restated bylaws (the "Bylaws"). The description above is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

As a result of the filing of the Certificate of Incorporation, changes to Veeva's Bylaws also became effective on June 25, 2021. A description of the changes to the Bylaws is contained in Appendix B of the 2021 Proxy Statement titled "Proposed Section 1.3 of the New Bylaws," which is incorporated herein by reference. These changes generally reflect the requirements of stockholders holding 25% or more of the voting power of our capital stock for at least one year to call a special meeting. The description above is qualified in its entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 23, 2021, Veeva held its Annual Meeting. At the Annual Meeting, Veeva's stockholders voted on six proposals, each of which is described in more detail in the 2021 Proxy Statement.

Only stockholders of record as of the close of business on April 30, 2021, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 138,022,066 shares of Veeva's Class A common stock and 14,778,290 shares of Veeva's Class B common stock were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of Class A common stock of Veeva was entitled to one vote for each share of Class A common stock held as of the close of business on the record date, and each holder of Class B common stock of Veeva was entitled to ten votes for each share of Class B common stock held as of the close of business on the record date. The Class A common stock and Class B common stock voted as a single class on all matters, except as set forth below.

The matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below.



Proposal 1: Each of the following nominees were elected to serve as directors
until the 2022 annual meeting of stockholders or until his or her successor is
duly elected and qualified. The vote for each director nominee is set forth in
the table below:

                                                                              BROKER
NAME                           FOR            AGAINST         ABSTAIN       NON-VOTES
Mark Carges                259,336,654        256,778         72,226        11,864,608
Paul E. Chamberlain        259,366,073        253,279         46,306        11,864,608
Ronald E.F. Codd           259,197,254        422,246         46,158        11,864,608
Peter P. Gassner           259,140,767        486,086         38,805        11,864,608
Mary Lynne Hedley          253,941,422       5,684,397        39,839        11,864,608
Gordon Ritter              257,213,292       2,406,619        45,747        11,864,608
Paul Sekhri                181,842,609       77,779,478       43,571        11,864,608
Matthew J. Wallach         259,209,569        417,911         38,178        11,864,608

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Proposal 2: The appointment of KMPG LLP as Veeva's independent registered public accounting firm for the fiscal year ending January 31, 2022 was ratified by the stockholders based on the following results of voting:



     FOR            AGAINST        ABSTAIN
 270,680,497        736,028        113,741

Proposal 3: The named executive officer compensation was approved by the stockholders on an advisory basis based on the following results of voting:



                                                   BROKER
     FOR            AGAINST        ABSTAIN       NON-VOTES
 255,117,646       4,471,196       76,816        11,864,608



Proposal 4: The stockholders voted on an advisory basis on the frequency of
future stockholder advisory votes to approve Veeva's named executive officer
compensation as follows:

                                                                 BROKER
  1 YEAR         2 YEARS         3 YEARS         ABSTAIN       NON-VOTES
 4,471,196       500,313       159,471,902       64,452        11,864,608

In accordance with the voting results of the stockholders of Veeva on this advisory proposal, Veeva's board of directors has adopted a policy to hold tri-annual advisory votes on the compensation of Veeva's named executive officers. The next required advisory vote on the frequency of approval of the compensation of Veeva's named executive officers will take place no later than Veeva's annual meeting of stockholders in 2027.

Proposal 5: Our proposal to amend and restate our Restated Certificate of Incorporation to permit stockholders to call special meetings as specified in our Bylaws, which would allow shareholders holding 25% or more of the voting power of our capital stock for at least one year to call special meetings, was approved by (i) 66 2/3% of the voting power of our capital stock and (ii) a majority of the Class B Common Stock, voting as a separate class:



                                                   BROKER
     FOR            AGAINST        ABSTAIN       NON-VOTES
 253,727,205        949,562       4,988,891      11,864,608



                                                             CLASS B BROKER
 CLASS B FOR       CLASS B AGAINST      CLASS B ABSTAIN         NON-VOTES
  14,722,386              0                    0                   N/A

Proposal 6: The stockholder proposal to enable stockholders holding 15% or more of Veeva's common stock to call special meetings was not approved:



                                                     BROKER
     FOR             AGAINST         ABSTAIN       NON-VOTES
  54,411,859       205,136,311       117,488       11,864,608


Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No.             Description
  3.1                     Restated Certificate of Incorporation of Veeva Systems Inc., dated June
                        2    5    , 2021
  3.2                     Amended and Restated Bylaws of Veeva Systems Inc., dated June 25, 2021
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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