{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-277659","form_type":"8-K","ticker":"NCNO","cik":"0001902733","company_name":"nCino, Inc.","filed_at":"2026-06-22T21:00:40+00:00","discovered_at":"2026-06-22T21:02:00.378948+00:00","generated_at":"2026-06-22T21:03:43.495757+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"nCino stockholders approve charter amendment allowing director removal without cause","bullets":["Stockholders voted to permit removal of any director with or without cause, effective June 18, 2026.","Four directors elected: Jon Doyle, William Spruill, Diego Dugatkin, and Andy Yasutake (Class II).","Ratified Ernst & Young as independent auditor for fiscal year ending January 31, 2027.","Advisory vote approved named executive officer compensation.","88.7% of eligible shares represented; all proposals passed."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-277659","json":"https://secwatch.observer/filing/0001193125-26-277659.json","markdown":"https://secwatch.observer/filing/0001193125-26-277659.md","text":"https://secwatch.observer/filing/0001193125-26-277659.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/0001193125-26-277659-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/d68043d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-22T21:03:43.495757+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"689ad9ea68945892f30406b92164a65293b903d2","claim":"nCino, Inc.: Amendment to Certificate of Incorporation to permit stockholders to remove any director with or without cause (effective 2026-06-18).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/0001193125-26-277659-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-06-18"}],"fact_type":"governance_change"},{"claim_id":"315e04d663e408e801ebe0a41fb3cba3f35a28e4","claim":"nCino, Inc. shareholders approved 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 at the 2026-06-18 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/0001193125-26-277659-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-18"}],"fact_type":"shareholder_vote"},{"claim_id":"8d5455b52fb507d57b8a6b05ba01ec4a3fd301c5","claim":"nCino, Inc. shareholders approved Approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to remove any director with or without cause at the 2026-06-18 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/0001193125-26-277659-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-18"}],"fact_type":"shareholder_vote"},{"claim_id":"db9eeb558ceb5c45d05f1780559cd141a835d10b","claim":"nCino, Inc. shareholders approved 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 at the 2026-06-18 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/0001193125-26-277659-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-18"}],"fact_type":"shareholder_vote"},{"claim_id":"ebd695da627c95c049232713955850e71b42a4b6","claim":"nCino, Inc. shareholders approved Advisory vote to approve the compensation paid to the Company’s named executive officers at the 2026-06-18 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1902733/000119312526277659/0001193125-26-277659-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-18"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}