nCino (NCNO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, to vote on four key proposals, including director elections, auditor ratification, executive compensation, and a charter amendment for director removal flexibility.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• The company continues to provide proxy materials electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Four proposals: election of four directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay vote, and amendment to allow director removal with or without cause.

• Board recommends voting “FOR” all proposals.

• Shareholders of record as of April 20, 2026, are entitled to vote; each share equals one vote.

• Proposal Four requires a supermajority (66 2/3%) to pass.

• Shareholder proposals for the 2027 meeting must be submitted by January 8, 2027.

Board of directors and corporate governance

• Board is transitioning to a declassified structure, with all directors to be elected annually by 2028.

• Nine-member board, majority independent, with separate CEO and Chairman roles.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Stock ownership guidelines require directors and executives to hold significant equity.

• Board diversity, independence, and annual self-evaluations are emphasized.