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nCino, Inc. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and nCino, Inc.’s Form 8-K, filed June 20, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Ballot items
  • 297Asset managers
  • 1,901Fund votes
  • June 18, 2025Meeting date

Results at a glance

Meeting of June 18, 2025: 6 items on nCino, Inc.’s Form 8-K, filed June 20, 2025: 2 elected · 4 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore nCino, Inc. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by nCino, Inc.

These tallies are nCino, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 20, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

nCino, Inc. — official shareholder meeting results, meeting held June 18, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Sean Desmond 97,665,228782,252109,024 --7,406,400 99.2%Elected—
Elect Director: Justin Nyweide 96,055,5622,362,361138,581 --7,406,400 98%Elected—
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, 2026 105,181,256734,06247,586 ---- 99.3%Approved—
3. Advisory vote to approve the compensation paid to the Company's named executive officers 85,512,57612,683,159360,769 --7,406,400 87%Approved—
4. Approval of an amendment to the Company's Certificate of Incorporation to provide for the declassification of the Board 97,651,086858,76246,656 --7,406,400 99.1%Approved—
5. Stockholder proposal regarding Board declassification 71,966,54910,761,61315,828,342 --7,406,400 87%Approved—

Source: nCino, Inc., Form 8-K, filed with the SEC on June 20, 2025 — read the filing on EDGAR.

How asset managers voted at the nCino, Inc. 2024-2025 meeting

Each item below shows how the 297 asset managers that disclosed a nCino, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Justin Nyweide

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 96,055,562AGAINST: 2,362,361
Details: description as filed, official tally, votes by 79 asset managers

Description as filed by funds: Election of Class II Directors: Justin Nyweide

nCino, Inc.’s own tally for this item (“Elect Director: Justin Nyweide”): 96,055,562 for, 2,362,361 against, per its Form 8-K filed June 20, 2025 (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 II Director nominees were duly elected.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 42,039,968 for, 1,613,020 against, 0 abstained, 794 not voted.

FOR
FOR: 42,039,968AGAINST: 1,613,020ABSTAIN: 0NOT VOTED: 794
Largest asset managers voting on “Election of Class II Directors: Justin Nyweide” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,845,8110 00For
Capital Group8,508,4480 00For
Virtus4,446,5530 00For
WASATCH FUNDS TRUST3,434,5570 00For
T. Rowe Price2,421,2910 00For
CONESTOGA FUNDS1,422,0000 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)1,350,0000 00For
MFS01,324,471 00Against
Legg Mason1,164,8620 00For
Jackson National1,010,2740 00For
FRANKLIN STRATEGIC SERIES1,002,1690 00For
Fidelity715,8270 00For
Brown Capital Management Mutual Funds687,4620 00For
JANUS INVESTMENT FUND666,8140 00For
Charles Schwab557,5950 00For
ALGER FUNDS536,1070 00For
Invesco533,8270 00For
American Century514,1980 00For
Calvert381,6100 00For
BlackRock269,3870 00For
NICHOLAS Ltd EDITION, INC.245,8090 00For
Bridge Builder Trust20,162201,695 00Mixed
Lincoln Financial220,1840 00For
WisdomTree212,4670 00For
Columbia Threadneedle196,9710 00For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

2. Elect Director: Sean Desmond

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 97,665,228AGAINST: 782,252
Details: description as filed, official tally, votes by 79 asset managers

Description as filed by funds: Election of Class II Directors: Sean Desmond

nCino, Inc.’s own tally for this item (“Elect Director: Sean Desmond”): 97,665,228 for, 782,252 against, per its Form 8-K filed June 20, 2025 (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 II Director nominees were duly elected.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 43,652,987 for, 1 against, 0 abstained, 794 not voted.

FOR
FOR: 43,652,987AGAINST: 1ABSTAIN: 0NOT VOTED: 794
Largest asset managers voting on “Election of Class II Directors: Sean Desmond” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,845,8110 00For
Capital Group8,508,4480 00For
Virtus4,446,5530 00For
WASATCH FUNDS TRUST3,434,5570 00For
T. Rowe Price2,421,2910 00For
CONESTOGA FUNDS1,422,0000 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)1,350,0000 00For
MFS1,324,4710 00For
Legg Mason1,164,8620 00For
Jackson National1,010,2740 00For
FRANKLIN STRATEGIC SERIES1,002,1690 00For
Fidelity715,8270 00For
Brown Capital Management Mutual Funds687,4620 00For
JANUS INVESTMENT FUND666,8140 00For
Charles Schwab557,5950 00For
ALGER FUNDS536,1070 00For
Invesco533,8270 00For
American Century514,1980 00For
Calvert381,6100 00For
BlackRock269,3870 00For
NICHOLAS Ltd EDITION, INC.245,8090 00For
Bridge Builder Trust221,8570 00For
Lincoln Financial220,1840 00For
WisdomTree212,4670 00For
Columbia Threadneedle196,9710 00For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

3. 4. Approval of an amendment to the Company's Certificate of Incorporation to provide for the declassification of the…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.1% Approved · of votes cast

FOR 99.1%
FOR: 97,651,086AGAINST: 858,762
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE DECLASSIFICATION OF THE BOARD.

nCino, Inc.’s own tally for this item (“4. Approval of an amendment to the Company's Certificate of Incorporation to provide for the declassification of the Board”): 97,651,086 for, 858,762 against — passed, per its Form 8-K filed June 20, 2025 (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 to provide for the declassification of the Board.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 43,634,828 for, 0 against, 0 abstained, 794 not voted.

FOR
FOR: 43,634,828AGAINST: 0ABSTAIN: 0NOT VOTED: 794
Largest asset managers voting on “AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE DECLASSIFICATION OF THE BOARD.” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,845,8110 00For
Capital Group8,508,4480 00For
Virtus4,446,5530 00For
WASATCH FUNDS TRUST3,434,5570 00For
T. Rowe Price2,421,2910 00For
CONESTOGA FUNDS1,422,0000 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)1,350,0000 00For
MFS1,324,4710 00For
Legg Mason1,164,8620 00For
Jackson National1,010,2740 00For
FRANKLIN STRATEGIC SERIES1,002,1690 00For
Fidelity715,8270 00For
Brown Capital Management Mutual Funds687,4620 00For
JANUS INVESTMENT FUND666,8140 00For
Charles Schwab557,5950 00For
ALGER FUNDS536,1070 00For
Invesco533,8270 00For
American Century514,1980 00For
Calvert381,6100 00For
BlackRock269,3870 00For
NICHOLAS Ltd EDITION, INC.245,8090 00For
Bridge Builder Trust221,8570 00For
Lincoln Financial220,1840 00For
WisdomTree212,4670 00For
Columbia Threadneedle196,9710 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

4. 3. Advisory vote to approve the compensation paid to the Company's named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 12 wordings of this item as funds reported it.

87% Approved · of votes cast

FOR 87%
FOR: 85,512,576AGAINST: 12,683,159
Details: description as filed, official tally, votes by 297 asset managers

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”): 85,512,576 for, 12,683,159 against — passed, per its Form 8-K filed June 20, 2025 (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: 87% 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: 79 asset managers voting on “Approval, on a non-binding, advisory basis, of the compensation paid to the company's named executive officers” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,845,079732 00For
Capital Group08,508,448 00Against
Virtus4,446,5530 00For
WASATCH FUNDS TRUST3,434,5570 00For
T. Rowe Price2,421,2910 00For
CONESTOGA FUNDS1,422,0000 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)1,350,0000 00For
MFS1,324,4710 00For
Legg Mason1,164,8620 00For
Jackson National512,692497,582 00Mixed
FRANKLIN STRATEGIC SERIES1,002,1690 00For
Fidelity715,8270 00For
Brown Capital Management Mutual Funds687,4620 00For
JANUS INVESTMENT FUND666,8140 00For
Charles Schwab557,5950 00For
ALGER FUNDS536,1070 00For
Invesco0533,827 00Against
American Century0514,198 00Against
Calvert381,6100 00For
BlackRock269,3870 00For
NICHOLAS Ltd EDITION, INC.245,8090 00For
Bridge Builder Trust217,7324,125 00For
Lincoln Financial220,1840 00For
WisdomTree0212,467 00Against
Columbia Threadneedle196,9710 00For

Fund voting reports, all 79 managers: 33,347,640 for, 10,305,348 against, 0 abstained, 794 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 242 asset managers voting on “Approval, on a non-binding, advisory basis, of the compensation paid to the company's named executive officers” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC7,161,69910,696 00For
HMI Capital Management, L.P.6,773,7780 00For
Capital Group410,8605,703,812 00Mixed
T. Rowe Price4,965,2170 00For
Long Path Partners LP4,844,0650 00For
WASATCH ADVISORS LP4,473,7070 00For
Insight Holdings Group, LLC4,458,5910 00For
ShawSpring Partners LLC4,014,5490 00For
Capital Research Global Investors02,826,891 00Against
Clearbridge Investments, LLC2,101,5390 00For
BROWN BROTHERS HARRIMAN & CO2,065,8800 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/1,667,4870 00For
BlackRock1,641,4250 00For
BAMCO INC /NY/1,586,1440 00For
Tensile Capital Management LP1,418,7340 00For
AMERIPRISE FINANCIAL INC1,215,6230 00For
FRANKLIN ADVISERS INC1,053,4430 00For
BROWN CAPITAL MANAGEMENT LLC956,5800 00For
AMERICAN CAPITAL MANAGEMENT INC944,4070 00For
Janus Henderson817,2910 00For
Lead Edge Capital Management, LLC802,0650 00For
NEW YORK STATE COMMON RETIREMENT FUND752,1600 00For
Daventry Group, LP0634,801 00Against
State Street591,14830,119 00For
Invesco0617,332 00Against

Institutional-manager reports, all 242 managers: 65,572,444 for, 11,579,441 against, 16,826 abstained, 11,432 not voted. Showing the 25 largest; see all in the interactive database.

5. 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.3% Approved · of votes cast

FOR 99.3%
FOR: 105,181,256AGAINST: 734,062
Details: description as filed, official tally, votes by 80 asset managers

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, 2026.

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, 2026”): 105,181,256 for, 734,062 against — passed, per its Form 8-K filed June 20, 2025 (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, 2026 was ratified.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 43,652,027 for, 961 against, 0 abstained, 794 not voted.

FOR
FOR: 43,652,027AGAINST: 961ABSTAIN: 0NOT VOTED: 794
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,845,8110 00For
Capital Group8,508,4480 00For
Virtus4,446,5530 00For
WASATCH FUNDS TRUST3,434,5570 00For
T. Rowe Price2,421,2910 00For
CONESTOGA FUNDS1,422,0000 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)1,350,0000 00For
MFS1,324,4710 00For
Legg Mason1,164,8620 00For
Jackson National1,010,2740 00For
FRANKLIN STRATEGIC SERIES1,002,1690 00For
Fidelity715,8270 00For
Brown Capital Management Mutual Funds687,4620 00For
JANUS INVESTMENT FUND666,8140 00For
Charles Schwab557,5950 00For
ALGER FUNDS536,1070 00For
Invesco533,8270 00For
American Century514,1980 00For
Calvert381,6100 00For
BlackRock269,3870 00For
NICHOLAS Ltd EDITION, INC.245,8090 00For
Bridge Builder Trust221,8570 00For
Lincoln Financial220,1840 00For
WisdomTree212,4670 00For
Columbia Threadneedle196,9710 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

6. 5. Stockholder proposal regarding Board declassification

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

87% Approved · of votes cast

FOR 87%
FOR: 71,966,549AGAINST: 10,761,613
Details: description as filed, official tally, votes by 80 asset managers

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

nCino, Inc.’s own tally for this item (“5. Stockholder proposal regarding Board declassification”): 71,966,549 for, 10,761,613 against — passed, per its Form 8-K filed June 20, 2025 (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: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 34,413,261 for, 9,194,379 against, 27,187 abstained, 794 not voted.

FORAGAINST
FOR: 34,413,261AGAINST: 9,194,379ABSTAIN: 27,187NOT VOTED: 794
Largest asset managers voting on “STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION.” at nCino, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard653,3339,192,407 710Mixed
Capital Group8,508,4480 00For
Virtus4,446,5530 00For
WASATCH FUNDS TRUST3,434,5570 00For
T. Rowe Price2,421,2910 00For
CONESTOGA FUNDS1,422,0000 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)1,350,0000 00For
MFS1,324,4710 00For
Legg Mason1,164,8620 00For
Jackson National1,010,2740 00For
FRANKLIN STRATEGIC SERIES1,002,1690 00For
Fidelity715,8270 00For
Brown Capital Management Mutual Funds687,4620 00For
JANUS INVESTMENT FUND666,8140 00For
Charles Schwab557,5950 00For
ALGER FUNDS536,1070 00For
Invesco533,8270 00For
American Century514,1980 00For
Calvert381,6100 00For
BlackRock267,6071,780 00For
NICHOLAS Ltd EDITION, INC.245,8090 00For
Bridge Builder Trust221,8570 00For
Lincoln Financial220,1840 00For
WisdomTree212,4670 00For
Columbia Threadneedle196,9710 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 20, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest nCino, Inc. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 115,240,618 shares outstanding at the time of that meeting.

Fund voting reports: top nCino, Inc. shareholders by shares voted on “Approval, on a non-binding, advisory basis, of the compensation paid to the company's named…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 8.54%
2Capital Group 7.38%
3Virtus 3.86%
4WASATCH FUNDS TRUST 2.98%
5T. Rowe Price 2.10%
6CONESTOGA FUNDS 1.23%
7BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) 1.17%
8MFS 1.15%
9Legg Mason 1.01%
10Jackson National 0.88%
Institutional-manager reports: top nCino, Inc. shareholders by shares voted on “Approval, on a non-binding, advisory basis, of the compensation paid to the company's named…”, 2024-2025
#Asset manager % of shares outstanding
1KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC 6.22%
2HMI Capital Management, L.P. 5.88%
3Capital Group 5.31%
4T. Rowe Price 4.31%
5Long Path Partners LP 4.20%
6WASATCH ADVISORS LP 3.88%
7Insight Holdings Group, LLC 3.87%
8ShawSpring Partners LLC 3.48%
9Capital Research Global Investors 2.45%
10Clearbridge Investments, LLC 1.82%

Reported nCino, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

nCino, Inc. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 10.12% 13F
Entities affiliated with HMI Capital Partners, L.P 5.89% DEF14A
Wasatch Advisors LP 5.36% DEF14A
Senvest Management, LLC 4.76% 13G
Kayne Anderson Rudnick Investment Management, LLC 4.46% 13G
Jeffrey Horing 4.09% DEF14A
BlackRock 4.06% 13F
Invesco 2.34% 13F
FMR (Fidelity) 2.17% 13F
Dimensional Fund Advisors 1.71% 13F

Percentages above are of 115,240,618 shares outstanding, as reported by nCino, Inc. on its Form 10-Q dated April 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from nCino, Inc.’s 10-Q dated April 30, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At nCino, Inc.'s shareholder meeting held June 18, 2025, in the 2024-2025 proxy season, 297 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,901 separate fund positions. On the most widely held item on that ballot — Approval, on a non-binding, advisory basis, of the compensation paid to the company's named… — nCino, Inc.'s filing reports the proposal as approved, with 87% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: nCino, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 20, 2025.

nCino, Inc. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.