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- Elevated Director Opposition (new) — Two directors received opposition from roughly one-third of votes cast, suggesting meaningful shareholder dissatisfaction with board composition or performance.
nCino stockholders deliver elevated opposition to two directors, approve majority voting standard
Filed June 22, 2026 · Period ending June 18, 2026 · ~1 min read
Key Changes
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high
Directors Jon Doyle and William Spruill faced 31.9% and 30.5% opposition respectively (56.6M for/26.5M against Doyle; 57.8M for/25.3M against Spruill), representing 52.1% and 53.2% support against 108.8M shares outstanding—elevated dissent warranting board attention.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Board adopted majority voting standard for uncontested director elections, requiring nominees to receive more votes "for" than "against" to win; incumbent directors who fail majority threshold must tender resignation for board consideration within 90 days.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
medium
Stockholders approved charter amendment allowing director removal with or without cause, required under Delaware law following board declassification completing at 2028 annual meeting; amendment effective June 18, 2026.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay passed with 91.0% support (75.7M for/7.5M against/3.7M abstain, 9.6M broker non-votes), representing 69.5% of 108.8M shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young LLP ratified as independent auditor for fiscal 2027 with 99.7% support (96.2M for/321K against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
nCino's June 18 annual meeting produced a split outcome: while routine matters passed easily, two directors faced unusually high opposition that merits board scrutiny. Jon Doyle and William Spruill received only 68.1% and 69.5% support respectively among votes cast, with roughly 30% opposition—well above the single-digit dissent typical of uncontested elections.
Against the company's 108.8 million shares outstanding, Doyle garnered 52.1% support and Spruill 53.2%, barely clearing majority thresholds. In contrast, Diego Dugatkin and Andy Yasutake sailed through with 99% support. The elevated opposition to Doyle and Spruill signals shareholder concern that the board should investigate and address.
The timing is notable: the same meeting saw stockholders approve a shift to majority voting for uncontested director elections, replacing the prior plurality standard. Under the new bylaw, directors must receive more votes "for" than "against" to win, and those who fall short must tender their resignation for board consideration. Had this standard applied to the June 18 vote, Doyle and Spruill would have cleared the bar—but the margin suggests future vulnerability if shareholder sentiment persists. The meeting also approved a charter amendment allowing director removal with or without cause, a technical change required under Delaware law as the board completes its declassification by 2028. Say-on-pay passed with healthy 91% support. Retail holders should watch whether management addresses the director opposition in upcoming proxy disclosures or governance changes.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Jon Doyle | 56,634,108 | 26,482,385 | 3,785,800 | 9,629,010 | William Spruill | 57,843,009 | 25,273,467 | 3,785,817 | 9,629,010 | Diego Dugatkin | 86,043,323 | 838,911 | 20,059 | 9,629,010 | Andy Yasutake (Class II) | 86,188,762 | 693,405 | 20,126 | 9,629,010
Four directors were elected. Jon Doyle received 68.1% support and William Spruill received 69.5% support of votes cast, facing elevated opposition of 31.9% and 30.5% respectively. Diego Dugatkin and Andy Yasutake received strong support at 99.0% and 99.2% of votes cast. Against the 108,794,598 shares outstanding disclosed as entitled to vote, Doyle and Spruill received support from 52.1% and 53.2% of total shares respectively, while Dugatkin and Yasutake received 79.1% and 79.2%.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On April 20, 2026, the record date for the Annual Meeting, 108,794,598 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 96,531,303, or approximately 88.7%, of the eligible shares were represented virtually in person or by proxy.
The annual meeting held June 18, 2026 had 88.7% of eligible shares represented, with 96,531,303 of 108,794,598 shares outstanding participating.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
nCino amended its bylaws to implement majority voting for uncontested director elections and clarify procedural governance provisions.
Added in current filing · view on EDGAR → · paraphrased
On June 18, 2026, the Board of Directors (the "Board") of nCino, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (as amended, the "Bylaws") to, among other things, implement a majority voting standard in uncontested elections of directors.
The company adopted a majority voting standard for director elections when no competing nominees exist. Under this standard, a director nominee must receive more votes "for" than "against" to be elected, replacing the prior plurality standard where the most votes won regardless of opposition level. This change gives shareholders greater influence over board composition in routine elections.
Added in current filing · view on EDGAR → · paraphrased
Under the majority voting standard, in an uncontested election, each director must be elected by a majority of the votes cast with respect to such director's election. If an incumbent director fails to receive a majority of the votes cast in an uncontested election, such director is required to promptly tender his or her resignation to the Board.
Directors who fail to achieve majority support in an uncontested election must offer their resignation to the Board. The Board's Nominating and Corporate Governance Committee will then recommend whether to accept or reject the resignation, and the Board will act on that recommendation within 90 days, with the decision publicly disclosed. This creates accountability for directors who lose shareholder confidence.
Show 1 minor / wording change
Added in current filing · view on EDGAR → · paraphrased
The amendments to the Bylaws also include certain clarifying, conforming, modernizing and ministerial changes.
The company made additional technical updates to its bylaws beyond the majority voting change. These are described as clarifying and administrative in nature, suggesting routine governance housekeeping rather than substantive policy shifts.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 22, 2026 · How we verify