DEF: Veeva Systems Seeks Shareholder Support for Director Elections and Auditor Ratification at 2025 Annual Meeting

Veeva Systems is soliciting proxies for its 2025 Annual Meeting of Shareholders, focusing on the election of directors and ratification of its independent auditor.

Summary

• Veeva Systems Inc. is holding its 2025 Annual Meeting of Shareholders virtually on June 18, 2025.
• Shareholders of record as of April 21, 2025, are eligible to vote on two key proposals.
• The first proposal involves electing nine director nominees to serve until the 2026 annual meeting.
• Tina Hunt is not standing for reelection.
• The Board recommends voting FOR all director nominees.
• The second proposal seeks to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 31, 2026.
• The Board also recommends voting FOR the ratification of KPMG's appointment.
• The proxy materials are available online, and shareholders can vote via the internet, telephone, mail, or directly at the virtual Annual Meeting.
• The Board is addressing shareholder concerns regarding director overboarding, specifically related to Mr. Paul Sekhri, who has reduced his public company board commitments to three.
• Veeva is a Public Benefit Corporation (PBC) and its directors have a fiduciary duty to balance the financial interests of shareholders, the best interests of other stakeholders, and the pursuit of its PBC purpose.
• The company's executive compensation program includes base salary, stock bonuses in the form of RSUs, and long-term equity incentives in the form of stock options.
• In fiscal year 2025, the annual base salary for all named executive officers (NEOs) was $425,000/year from February 1 through March 31 and $450,000/year for the remainder of fiscal 2025.
• The Board approved a grant to Mr. Gassner of options to purchase an aggregate of 2,650,000 shares of our common stock (the 2024 CEO Options) with an exercise price of $236.90 per share.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and proposals for the annual meeting. The tone is professional and forward-looking, with a focus on corporate governance and shareholder engagement. The discussion of the PBC status and unique employment practices adds a positive dimension.

Positives

• The Board is responsive to shareholder concerns, as demonstrated by Mr. Sekhri's reduction in board commitments and the shareholder engagement program.
• Veeva's commitment to being a Public Benefit Corporation reflects its core values and enhances relationships with employees and job candidates.
• The company has a strong corporate governance program with independent committees, annual director elections, and proxy access for director nominations.
• Veeva offers unique employment practices, including broad equity ownership, a 'Work Anywhere' policy, and a 1% Veeva Giving program.
• The company is committed to environmental sustainability, with an ISO 14001 certified Environmental Management System and efforts to reduce pollution, improve energy efficiency, and reduce waste.

Negatives

• Approximately 49% of votes cast were in favor of Mr. Paul Sekhri's reelection at the 2024 annual meeting due to overboarding concerns.
• Approximately 66% of the votes duly cast were in favor of Mr. Wallach's reelection, a decrease from 99% at the 2023 annual meeting due to certain shareholders not considering Mr. Wallach to be independent.

Risks

• The company faces a competitive environment for top-level executive talent.
• Maintaining the confidentiality, integrity, and availability of customers' data is critical to Veeva's success.
• The company's success depends on having a highly engaged workforce with a broad set of skills and life experiences.
• The company's stock price is subject to volatility, which can impact the value of equity compensation awards.

Future Outlook

The company aims to continue growing and creating high-quality job opportunities while finding the right people for Veeva.

Management Comments

• Peter Gassner, Founder and CEO: 'We are building a lasting and durable company. We have always operated with the long-term view that doing the right thing for our customers, employees, and communities ultimately allows us to deliver the best results for investors. In that way, social and economic benefits can go hand in hand.'

Industry Context

Veeva operates in the competitive software and technology industry, specifically providing cloud solutions for the global life sciences industry.

Comparison to Industry Standards

• The peer group for executive compensation benchmarking includes companies like ANSYS, Autodesk, CrowdStrike Holdings, Datadog, DocuSign, Fortinet, HubSpot, MongoDB, Okta, Palo Alto Networks, Paycom Software, ServiceNow, Snowflake, Splunk, SS&C Technologies Holdings, Twilio, Tyler Technologies, Workday, and Zoom.
• These companies generally had revenues between approximately $653 million and $6.5 billion, experienced high year-over-year revenue growth, and/or had a market capitalization between $8 billion and $129 billion.

Management Changes

Corporate Governance

Legal Proceedings

• Veeva has taken legal action against IQVIA to stop their anti-competitive practices that Veeva believes harm the life sciences industry and violate antitrust laws.

Related Party Transactions

• Theodore Wallach, a brother of director Matthew J. Wallach, is employed by Veeva as a principal product manager with total cash and other compensation of approximately $360,000 in fiscal 2025.

Stakeholder Impact

• Shareholders: The proxy statement provides information necessary for informed voting decisions.
• Employees: Veeva's unique employment practices and commitment to high-quality job creation benefit employees.
• Customers: Veeva's PBC purpose and focus on customer success aim to improve the productivity and effectiveness of the life sciences industry.
• Communities: Veeva's 1% Veeva Giving program and environmental sustainability efforts contribute to the well-being of the communities in which it operates.

Next Steps

• Shareholders are encouraged to vote on the proposals before the Annual Meeting.
• The Board will continue its shareholder engagement program to address concerns and gather feedback.
• The company will continue to monitor and improve its corporate governance practices.
• The company will continue to pursue its public benefit purpose and report on its progress annually.

Key Dates

Keywords

proxy statement, annual meeting, directors, KPMG, executive compensation, Public Benefit Corporation, corporate governance, shareholder engagement, stock options, RSUs, overboarding, Veeva Systems