nCino 2022

nCino 2022 Proxy Score 23

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

Proxy Votes

1.1Elect Director Steven Collins

Rationale: The board has fewer than two people of color or is less than 40% diverse overall. WITHHOLD votes are also warranted for incumbent director nominees Steven Collins and Spencer Lake, given the board’s failure to remove or sunset the classified board and the supermajority vote requirements, adversely impacting shareholder rights.
Withhold Withhold
1.2Elect Director Spencer Lake

Rationale: As above
Withhold Withhold
2Ratify Ernst & Young LLP as Auditors

Rationale: Absence of concerns; FOR is warranted.
3Advisory Vote to Ratify Named Executive Officers’ Compensation

Rationale: long-term incentive compensation is not sufficiently tied to financial performance.
4Advisory Vote on Say on Pay Frequency

Rationale: We support an annual shareholder advisory vote
One YearOne Year
5Require a Majority Vote for the Election of Directors

Rationale: A vote FOR would give shareholders a more meaningful voice in the election of directors and further enhance the company’s corporate governance.

nCino 2022: Board Proposals

CEO pay at $7.8M seems high to me for a mid-cap company. Additionally, Calvert finds pay is not aligned with performance. I voted AGAINST the same directors as Calvert.
Ernst & Young LLP has been nCino’s auditor for 6 years. At some point, auditors can lose their independence if the relationship is too long. I voted FOR.


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.

Other Recommendations

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 Proposalsinsightia

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.

Related Posts

2U 2022 Proxy Score 75

Redfin 2021 Should Ban Zombies

Axon Enterprise 2021 Majority Vote Standard?

End Zombie Directors: Action Needed for Majority Vote Mandate


, , , , , , , , , , , , , , ,

Comments are closed.

Powered by WordPress. Designed by WooThemes