nCino appoints Bill Spruill to board; adopts majority voting for uncontested director elections

nCino, Inc.

Board expanded to 8 members; Spruill, co-founder of Global Data Consortium ($300M exit), appointed independent director and Audit Committee member.
Bylaws amended to require majority voting standard for uncontested director elections, replacing plurality; retains plurality for contested elections.
Amendment responds to 2022 stockholder proposal; also updates adjournment, stockholder list, and director nomination procedural mechanics to reflect Delaware law and Rule 14a-19.
Press release dated Nov 29, 2022, announcing Spruill's appointment; effective Nov 22, 2022.

item 5.02 item 5.03 item 9.01

Executive movements

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Appointed

William (Bill) Spruill

Director

NCNO · nCino, Inc.

Effective: 2022-11-22
Filed: November 29, 2022, 6:59 PM ET

On November 22, 2022, the Board of Directors (“Board”) of nCino, Inc., a Delaware corporation (the “Company”) increased the size of the Board from seven to eight members and appointed William (Bill) Spruill to serve as a director.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

William (Bill) Spruill was appointed as Director at nCino, Inc..

Action: appointed
Role: Director

Exact text from the filing

On November 22, 2022, the Board of Directors (“Board”) of nCino, Inc., a Delaware corporation (the “Company”) increased the size of the Board from seven to eight members and appointed William (Bill) Spruill to serve as a director.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

nCino, Inc.: Amended and restated bylaws to change voting standard for uncontested director elections from plurality to majority, update adjournment procedures and stockholder list availability to reflect DGCL amendments, and modify director nomination procedural mechanics and disclosure requirements (effective 2022-11-22).

Change: bylaw amendment
Effective: 2022-11-22

Exact text from the filing

On November 22, 2022, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws amends, among other things: (1) Section 1.7(b) to change the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard, such that director nominees in uncontested elections shall be elected by the affirmative vote of the majority of votes cast.

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nCino, Inc. filing history →

Source: SEC EDGAR

accession 0001902733-22-000031

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