Veeva Systems 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 8:00 am Pacific on June 21, 2023. Vote AGAINST Paul Sekhri; FOR Fair Elections #4. Join the meeting with your control number.
Veeva Systems Inc. provides cloud-based software for the life sciences industry. I voted with the Board’s recommendations 85% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).
Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)
Veeva Systems 2023: ISS Rating
Veeva Systems Inc.’s ISS Governance QualityScore as of June 1, 2023, is 6. The pillar scores are Audit: 2; Board: 3; Shareholder Rights: 10; Compensation: 8. The pillar scores are Audit: 10; Board: 3; Shareholder Rights: 2; Compensation: 5.
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.
I voted with the Board’s recommendations 85% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)
Veeva Systems 2023: How I Voted
| # | Item | Mgt | CorpGov.net Vote |
| 1a | Elect Director Timothy S. Cabral | For | For |
| 1b | Elect Director Mark Carges | For | For |
| 1c | Elect Director Peter P. Gassner | For | For |
| 1d | Elect Director Mary Lynne Hedley | For | For |
| 1e | Elect Director Priscilla Hung | For | For |
| 1f | Elect Director Tina Hunt | For | For |
| 1g | Elect Director Marshall L. Mohr | For | For |
| 1h | Elect Director Gordon Ritter | For | For |
| 1i | Elect Director Paul Sekhri (Over-boarded) | For | Against |
| 1j | Elect Director Matthew J. Wallach | For | For |
| 2 | Ratify KPMG LLP as Auditors | For | For |
| 3 | Amend Certificate of Incorporation | For | For |
| 4 | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders (FAIR ELECTIONS) | Against | For |
Veeva Systems 2023 Votes Explained
For fiscal 2023, the annual total compensation for the CEO and their median employee were $391,667 and $163,572, respectively, so a pay ratio of 2.4:1. Wow. I wish other companies in my portfolio were as responsible.
I voted against Sekhri for serving on too many boards to be able to focus on Veeva. Of course, I voted for our proposal on Fair Elections, #4.
I normally have help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. I’m off on vacation, so I posted a little early without having the benefit of all the usual resources.
Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Veeva Systems 2023: My Fair Elections Proposal
This proposal is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies, including Veeva Systems, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years, AND groups are limited to 20 members.
That sets up a situation where proxy access can’t really be done without one of the Big Four fund families. They administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.
Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings. But will the universal proxy rule go the way of so-called proxy access?
Fair Election Concerns
After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s nominees.
Veeva Systems’ advance notice bylaws allow the Board to request “such other information as the Corporation may reasonably require.” Who determines what is reasonable? The Board, of course, unless you are willing to go to court.
We can all agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.
All shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please.
Your vote FOR this proposal can help us reach a similar agreement with Veeva Systems either before the next annual meeting or after an even higher vote next year based on a revised proposal that reflects agreements reached with other companies to protect the rights of shareholders.
Please Vote FOR proposal Number 4
Proven Shareowner Action Formulas
Veeva Systems 2023: Other Recommendations
You might want to check how a few funds voted. Use our Shareowner Action Handbook.
Veeva Systems 2024: Mark Your Calendar
Requirements for shareholder proposals to be considered for inclusion in our proxy materials — Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of shareholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2024 annual meeting of shareholders, shareholder proposals must be received by our Corporate Secretary no later than January 10, 2024 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.
Josh Faddis, Senior Vice President, General Counsel and Corporate Secretary, 4280 Hacienda Drive, Pleasanton, California 94588
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