nCino 2022 annual meeting is June 23, 2022, at 7 am Pacific. It is a virtual-only meeting on the Broadridge platform. I recommend voting in advance, especially since many companies cut off voting as soon as proposals have been presented. To enhance corporate governance and long-term value, vote Against Steven Collins, Spencer Lake, and pay. Vote FOR Majority Vote for the Election of Directors.
nCino, Inc., a software-as-a-service company, provides cloud-based software applications to financial institutions in the United States and internationally. Below, is how I voted and why in a much shorter format than I’ve used in prior years.
I voted with the Board’s recommendations 23% of the time, so awarded the Board a Proxy Score 23 out of 100. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).
Read my Warnings. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.
nCino 2022: ISS Rating
From the Yahoo Finance profile page: nCino, Inc.’s ISS Governance QualityScore as of May 1, 2022, is 9. The pillar scores are Audit: 9; Board: 10; Shareholder Rights: 8; Compensation: 8.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
nCino 2022: CorpGov Recommendations
nCino 2022: Board Proposals
nCino 2022: Shareholder Proposal
Proposal #5 seeks to require a Majority Vote for the Election of Directors. 91% of S&P 500 companies have adopted a majority vote standard for use when directors are unopposed.
Our board has decided to make no voting recommendation to stockholders on the proposal.
If a director cannot get elected by a majority vote when running unopposed, something is obviously wrong. In my experience, most Boards simply agree to implement such a proposal to avoid cluttering the proxy. However, going to a vote also makes sense and will let our Board know what shareholders want.
Since 2021 a majority shares voted FOR similar proposals at Warrior Met Coal, IQVIA, AeroVironment, Redfin, Vector, Axon, Sonoco, etc. – many by a wide margin. For example, my last proposal on this topic won 98% at 2U.
Proxy advisors ISS and Glass Lewis typically favor a majority vote standard. Vanguard, one of our largest shareholders, typically votes in favor. BlackRock’s proxy voting guidelines include the following: “Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives.” Many other large shareholders have similar proxy voting policies.
Please vote For proposal #5. Zombie directors — Directors that shareholders have voted out of office should have no place on nCino’s board.
Before voting, you may want to review how a few funds in our Shareowner Action Handbook have voted in advance of the meeting.
nCino 2022: Issues for Future Proposals
Looking at insightia for anti-shareholder provisions:
- No requirement to separate CEO and Chair
- Shareholders cannot take action by special meeting or written consent
- nCino provides no proxy access rights
- Supermajority requirements to amend certain bylaws
nCino 2022: Mark Your Calendar
Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, and the rules established by the SEC.
Under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 2023 annual meeting of stockholders, we must receive the proposal at our executive offices at 6770 Parker Farm Drive, Wilmington, North Carolina 28405, no later than January 11, 2023.
End Zombie Directors: Action Needed for Majority Vote Mandate
Comments are closed.