Veeva Systems (VEEV) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, with virtual participation and voting options for shareholders of record as of April 20, 2026.

• Two main proposals: election of nine directors and ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027.

• Board recommends voting "FOR" all director nominees and auditor ratification.

• Shareholder engagement reached holders of 40% of shares, with meetings covering governance, board composition, and executive compensation.

• Initiated a $2 billion share repurchase program and continued focus on public benefit corporation (PBC) objectives.

Voting matters and shareholder proposals

• Proposal One: Elect nine directors to serve until 2027; majority of votes cast required for election.

• Proposal Two: Ratify KPMG LLP as independent auditor; majority of votes cast required for approval.

• Shareholders can submit proposals and director nominations for the 2027 meeting, with proxy access for significant long-term holders.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; diverse in gender and underrepresented communities.

• Board committees: Audit, Compensation, Cybersecurity, and Nominating and Governance, all comprised of independent directors.

• Recent governance enhancements include single-class voting, declassified board, proxy access, and special meeting rights.

• Board leadership is separated from CEO role; independent Chair presides.

• Annual board and committee evaluations conducted by third party.