nCino stockholders approve charter amendment allowing director removal without cause

As discussed below under Item 5.07, on June 18, 2026, the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to permit stockholders to remove any director from office with or without cause, which is required to conform the Charter to the requirements of the Delaware General Corporation Law following the completion of the declassification of the board of directors (the “Board”) as of the 2028 annual meeting of stockholders (the “Declassification”).

Proposal 1: Election of three directors to hold office for one-year terms and one Class II director to hold office for a two-year term until each of their respective successors are elected and qualified, or their earlier death, resignation or removal. Votes For Votes Against Votes Abstained Broker Non-Votes Jon Doyle 56,634,108 26,482,385 3,785,800 9,629,010 William Spruill 57,843,009 25,273,467 3,785,817 9,629,010 Diego Dugatkin 86,043,323 838,911 20,059 9,629,010 Andy Yasutake (Class II) 86,188,762 693,405 20,126 9,629,010 Based on the votes set forth above, each of the director nominees were duly elected.

Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to remove any director with or without cause. Votes For Votes Against Votes Abstained Broker Non-Votes 86,731,161 160,872 10,260 9,629,010 Based on the votes set forth above, the stockholders approved the Amendment to the Company’s Charter to permit stockholders to remove any director with or without cause.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. Votes For Votes Against Votes Abstained 96,196,995 321,399 12,909 Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified.

Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers. Votes For Votes Against Votes Abstained Broker Non-Votes 75,668,064 7,513,803 3,720,426 9,629,010 Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.