NCINO INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class I Directors: Pam Kilday

NCINO INC.’s own tally for this item (“Elect Director: Pam Kilday”): 85,300,666 for, 12,572,944 against, per its Form 8-K filed June 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, each of the Class I Director nominees were duly elected.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 68 asset managers below reported 27,962,598 for, 3,528,422 against.

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

Description as filed by funds: Election of Class I Directors: Pierre Naude

NCINO INC.’s own tally for this item (“Elect Director: Pierre Naudé”): 86,547,928 for, 11,333,950 against, per its Form 8-K filed June 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, each of the Class I Director nominees were duly elected.”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 68 asset managers below reported 28,468,910 for, 3,022,110 against.

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

Description as filed by funds: Election of Class I Directors: William Ruh

NCINO INC.’s own tally for this item (“Elect Director: William Ruh”): 83,359,031 for, 14,511,545 against, per its Form 8-K filed June 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, each of the Class I Director nominees were duly elected.”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 68 asset managers below reported 26,943,412 for, 4,547,608 against.

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

Description as filed by funds: AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW AND TO MAKE CERTAIN CONFORMING NAME CHANGES.

NCINO INC.’s own tally for this item (“4. Approval of an amendment to the Company's Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes”): 86,260,167 for, 11,585,002 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the stockholders approved the amendment to the Company's Certificate of Incorporation.”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 68 asset managers below reported 25,473,503 for, 6,017,517 against.

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

Description as filed by funds: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS (OR NEOS).

NCINO INC.’s own tally for this item (“3. Advisory vote to approve the compensation paid to the Company's named executive officers”): 87,401,070 for, 3,741,232 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 67 managers: 29,441,047 for, 2,049,943 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 220 managers: 63,970,211 for, 2,607,087 against, 7,793 withheld, 6,577,687 abstained, 51,295 not voted, 13,418 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2025.

NCINO INC.’s own tally for this item (“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, 2025”): 104,966,522 for, 1,046,595 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2025 was ratified.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 31,484,581 for, 6,376 against.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Description as filed by funds: STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION.

NCINO INC.’s own tally for this item (“5. Stockholder proposal regarding Board declassification”): 52,540,357 for, 45,254,679 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the stockholders approved the stockholder proposal regarding Board declassification.”
Support: 53.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NCINO INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Declassify the Board of Directors” (2 managers, 1,014,027 for).

The 66 asset managers below reported 24,233,843 for, 6,243,150 against.

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.