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

On June 21, 2023, the Board of Directors (the "Board") of Veeva Systems Inc. ("Veeva") amended and restated Veeva's bylaws (as amended and restated, the "Bylaws") effective immediately. The Bylaws were amended and restated to include a Delaware forum selection provision; to update the advance notice and related provisions to make them more consistent with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, to update them for current market practices, and to include provisions consistent with our charter as a public benefit corporation; and to make other updates to comply with Delaware law changes.

The foregoing description of the amendment and restatement of the Bylaws is not complete and is qualified in its entirety by the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On June 21, 2023 at our Annual Meeting of Shareholders (the "Annual Meeting"), Veeva's shareholders voted on four proposals, each of which is described in more detail in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 10, 2023.

Only shareholders of record as of the close of business on April 26, 2023 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, 145,691,558 shares of Veeva's Class A common stock and 14,498,275 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.

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 2024 annual meeting of shareholders 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
Tim Cabral               263,202,970        1,307,455        130,660       13,272,121
Mark Carges              261,949,137        2,482,712        209,236       13,272,121
Peter P. Gassner         263,467,550        1,099,922        73,613        13,272,121
Mary Lynne Hedley        259,000,601        5,533,304        107,180       13,272,121
Priscilla Hung           263,703,827         751,698         185,560       13,272,121
Tina Hunt                263,686,481         768,874         185,730       13,272,121
Marshall Mohr            253,066,661       11,382,579        191,845       13,272,121
Gordon Ritter            257,402,189        7,151,375        87,521        13,272,121
Paul Sekhri              156,877,662       107,406,624       356,799       13,272,121
Matthew J. Wallach       263,268,850        1,297,947        74,288        13,272,121

--------------------------------------------------------------------------------

Proposal 2: The appointment of KPMG LLP as Veeva's independent registered public accounting firm for the fiscal year ending January 31, 2024 was ratified by the shareholders based on the following results of voting:



     FOR            AGAINST        ABSTAIN
 276,668,343       1,108,243       136,620

Proposal 3: Our proposal to amend and restate our Restated Certificate of Incorporation to eliminate inoperative provisions and update certain other miscellaneous provisions, to take effect on or after October 15, 2023, was approved by 66 2/3% of the voting power of our capital stock:



                                                   BROKER
     FOR            AGAINST        ABSTAIN       NON-VOTES
 264,486,364        38,224         116,497       13,272,121

Proposal 4: The shareholder proposal to require shareholder approval for certain advance notice bylaw amendments was not approved by the shareholders based on the following results of voting:



                                                     BROKER
     FOR             AGAINST         ABSTAIN       NON-VOTES
  17,273,081       246,579,720       788,284       13,272,121

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit No.             Description
3.1                       Amended and Restated Bylaws of Veeva, dated June 21, 2023.
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses