Veeva Systems Inc. (NYSE:VEEV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June 21, 2017, following the Annual Meeting discussed in Item
5.07 below and upon the recommendation of the nominating and
governance committee, the board of directors (the Board) of Veeva
Systems Inc. (Veeva) appointed Mark Carges to serve as a member
of the Board, effective immediately. Mr. Carges will serve as a
Class I director until the annual meeting of the Companys
stockholders in 2020 or until his successor is duly elected and
qualified. In addition, the Board increased the size of the Board
from six to seven members. The Board did not appoint Mr. Carges
to any Board committee. There is no arrangement or understanding
between Mr. Carges and any other persons to which Mr. Carges was
elected as a director. Further, Mr. Carges does not have any
family relationships or related party transactions that are
required to be disclosed.

In connection with his appointment to the Board, Mr. Carges
received compensation to the non-employee director compensation
plan described in Veevas definitive proxy statement on Schedule
14A filed with the U.S. Securities and Exchange Commission on May
9, 2017 (the 2017 Proxy Statement). Mr. Carges will be paid an
annual cash retainer of $50,000, paid in quarterly increments. In
addition, he was granted 2,403 restricted stock units (RSUs) of
Veevas Class A common stock valued at approximately $150,000 on
the date of grant. These RSUs will vest quarterly over one year,
subject to continued service on the Board on each applicable
vesting date. The RSUs are subject to the terms and conditions of
Veevas 2013 Equity Incentive Plan and its related grant
agreements. Mr. Carges has also executed Veevas standard form of
indemnification agreement.

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

On June 21, 2017, Veeva held its Annual Meeting of Stockholders
(the Annual Meeting). At the Annual Meeting, Veevas stockholders
voted on three proposals, each of which is described in more
detail in the 2017 Proxy Statement.

Only stockholders of record as of the close of business on May 2,
2016, the record date for the Annual Meeting, were entitled to
vote at the Annual Meeting. As of the record date, 107,415,609
shares of Veevas Class A common stock and 32,023,031 shares of
Veevas 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 serve as
Class I directors until the 2020 annual meeting of stockholders
and until his successor is duly elected and qualified. The vote
for each director nominee is set forth in the table below:

Proposal 2: The material terms of Veevas 2013 Equity Incentive
Plan for purposes of Section 162(m) of the Internal Revenue Code
were approved by the stockholders based on the following results
of voting:

Proposal 3: The appointment of KMPG LLP as Veevas independent
registered public accounting firm for the fiscal year ending
January 31, 2018 was ratified by the stockholders based on the
following results of voting:

Item 7.01Regulation FD Disclosure

On June 22, 2017, Veeva announced the appointment of Mr. Carges
to Veevas Board. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated in
this Item 7.01 by reference.

Except as shall be expressly set forth by specific reference, the
information contained or incorporated by reference in this Item
7.01 (including Exhibit 99.1) shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

VEEVA SYSTEMS INC Exhibit
EX-99.1 2 veev-ex991_6.htm EX-99.1 veev-ex991_6.htm   Exhibit 99.1     For immediate release Mark Carges Joins Veeva Board of Directors Company adds accomplished software leader behind some of the most widely-used consumer and enterprise technology platforms   PLEASANTON,…
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About Veeva Systems Inc. (NYSE:VEEV)

Veeva Systems Inc. (Veeva) is a provider of cloud-based software solutions for the global life sciences industry. The Company offers solutions for a range of requirements within life sciences companies, including multichannel customer relationship management, regulated content and information management, master data management and customer data. The Company offers solutions to areas, including the Veeva CRM family of applications for multichannel customer relationship management to enable coordinated and personalized customer engagement through multiple touch points; Veeva Vault for regulated content management and information management solutions to enable the management of content-centric processes; the Veeva Network master data management solutions for the management of customer master and product master data, and Veeva’s data and data services offerings, including Veeva OpenData for customer reference data and Veeva KOL Data for data.