nCino Inc.
06/24/2024 | Press release | Distributed by Public on 06/24/2024 15:26
Submission of Matters to a Vote of Security Holders Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As discussed below under Item 5.07, on June 20, 2024, the stockholders of nCino, Inc., a Delaware corporation (the "Company"), approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law, as described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2024 (such filing, as amended by the additional and revised proxy materials filed thereafter in connection therewith, the "Proxy Statement") and to make certain conforming changes. The Amendment was previously approved by the Company's Board of Directors (the "Board"). The Amendment became effective upon the filing of the Second Amended and Restated Certificate of Incorporation (the "Second A&R Certificate of Incorporation") with the Secretary of State of the State of Delaware on June 24, 2024. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second A&R Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.