VEEV 5/10/2023 Shareholder/Stockholder Letter Transcript:
ANNUAL REPORT & PROXY STATEMENT
VEEVA SYSTEMS INC.
NOTICE OF 2023
SHAREHOLDERS
ANNUAL
MEETING
OF
WHAT: 2023 Annual Meeting of Shareholders. We are furnishing this Proxy Statement in connection with
the solicitation of proxies by the Board of Directors (the Board ) of Veeva Systems Inc., a public benefit
corporation under the laws of the State of Delaware, for use at the 2023 Annual Meeting of Shareholders (the
Annual Meeting ) described here. This chart shows the items up for a vote at the Annual Meeting, how votes
will be counted, and how management recommends you vote on each item.
Two
Three
Four
More
Board
Broker
Information Recommendation Non-Votes
Page 1
FOR
Will have no
effect on the
outcome
To ratify the appointment of
Page 40
KPMG LLP as our independent
registered public accounting firm
for the fiscal year ending
January 31, 2024.
To approve an amendment and
Page 41
restatement of our Certificate of
Incorporation to eliminate
inoperative provisions and update
certain other miscellaneous
provisions, to take effect on or
after October 15, 2023.
To vote on a shareholder proposal Page 43
to require shareholder approval
for certain advance notice bylaw
amendments, if properly
presented at the meeting.
Abstentions
Will have no
effect on the
outcome
Votes Required
for Approval
Majority of the
votes duly cast,
with respect to
each nominee;
votes for
exceed votes
against
Majority of the
votes duly cast
FOR
Will have no
effect on the
outcome
Will have no
effect on the
outcome
FOR
Will count
AGAINST
Will count
AGAINST
Affirmative vote
of 66 2/3% of the
voting power of
our capital stock
AGAINST
Will have no
effect on the
outcome
Will have no
effect on the
outcome
Majority of the
votes duly cast
WHEN: Wednesday, June 21, 2023, 8:00 a.m. Pacific Time
WHERE: The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/VEEV2023, where
you will be able to listen to the meeting live, submit questions, and vote online.
WHO CAN VOTE: You can vote if you were a shareholder of record as of the close of business on April 26,
2023 (the Record Date ).
HOW CAN I VOTE:
Shareholders of record can vote in any of these ways:
Internet: www.proxyvote.com until 11:59 p.m. Eastern Time on Tuesday, June 20, 2023;
Telephone: 1-800-690-6903 until 11:59 p.m. Eastern Time on Tuesday, June 20, 2023;
Mail: Sign, date, and mail your proxy card (if you return your signed proxy card to us before the
Annual Meeting, we will vote your shares as you instruct); or
Directly at the virtual Annual Meeting: Visit www.virtualshareholdermeeting.com/VEEV2023 and
enter your 16-digit control number.
Veeva Systems Inc. | 2023 Proxy Statement
Proxy Statement
Proposal
One
To elect the directors listed in
Proposal One to serve as
directors until the annual meeting
to be held in 2024 or until their
successors are duly elected and
qualified.
Beneficial Owners of Shares Held in Street Name
Please refer to the voting instructions provided to you by your broker, trustee, or other nominee
that holds your shares.
Adjournments and Postponements
Any action on the items of business described above may be considered at the virtual Annual Meeting or at any
time and date to which the Annual Meeting may be properly adjourned or postponed.
Voting
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares over the
Internet, by telephone, or by mail. Voting your shares in advance will not prevent you from participating in the
Annual Meeting virtually, revoking your earlier submitted proxy, or voting your shares during the virtual Annual
Meeting. For specific instructions on how to vote your shares, please see Frequently Asked Questions and
Answers in the Proxy Statement.
On or about May 10, 2023, a Notice of Internet Availability of Proxy Materials (the Notice ) has been mailed
to shareholders of record as of the Record Date. The Notice contains instructions on how to access our Proxy
Statement and our Annual Report for the fiscal year ended January 31, 2023 (together, the proxy materials ).
The Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy
of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address:
www.proxyvote.com.
As used in this Proxy Statement, the terms Veeva, the Company, we, us, and our mean Veeva
Systems Inc. and its subsidiaries unless the context indicates otherwise.
By Order of the Board of Directors,
Josh Faddis
SVP, General Counsel and Corporate Secretary
May 10, 2023
An Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to be held on June 21, 2023: The Notice, Proxy Statement, and 2023 Annual Report is
available to shareholders at www.proxyvote.com.
Veeva Systems Inc. | 2023 Proxy Statement
TABLE OF CONTENTS
Page
PROPOSAL ONE: ELECTION OF DIRECTORS
1
GOVERNANCE LEADERSHIP
1
1
2
13
13
13
13
14
15
15
15
15
17
18
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20
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23
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24
OUR COMPANY
Overview
Fiscal 2023 Business Highlights
Our Executive Officers
Our Unique Employment Practices
Our Workforce Diversity
Our Approach to Environmental Sustainability
Our Approach to Internal Audit
Our Security and Privacy Programs
Audit Committee Report
OUR PUBLIC BENEFIT CORPORATION REPORT
25
25
25
26
27
28
29
30
30
33
34
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
40
PROPOSAL THREE: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR
CERTIFICATE OF INCORPORATION TO ELIMINATE INOPERATIVE PROVISIONS AND
UPDATE CERTAIN OTHER MISCELLANEOUS PROVISIONS
41
PROPOSAL FOUR: SHAREHOLDER PROPOSAL ENTITLED FAIR ELECTIONS
43
Veeva Systems Inc. | 2023 Proxy Statement
Proxy Statement
WHO WE ARE
Board Nominees
HOW WE ARE SELECTED, ELECTED, AND EVALUATED
Considerations in Evaluating Director Nominees and Board Diversity
Board and Committee Evaluations
Director On-Boarding and Continuing Education
Shareholder Recommendations for Nominations to the Board; Proxy Access
HOW WE ARE ORGANIZED
Board Leadership Structure
Director Independence
Board Committees
Compensation Committee Interlocks and Insider Participation
HOW WE GOVERN AND ARE GOVERNED
Overview of Our Corporate Governance Program and Recent Actions
Board and Committee Meeting Attendance
Corporate Governance Policies
Board Oversight of Risk
Board s Role in Human Capital Management
Delinquent Section 16(a) Reports
Certain Relationships and Related Party Transactions
HOW WE ARE PAID
Non-Employee Director Compensation Plan
Director Compensation
Stock Ownership Guidelines
HOW YOU CAN COMMUNICATE WITH US
i
5/10/2023 Letter Continued (Full PDF)