nCino | Majority Vote at nCino

AGM date
Previous AGM date
Resolution details
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Board-related issues
Resolved clause
Shareholders request the Board of Directors amend our Company’s policies, articles of incorporation and/or bylaws to provide that director nominees be elected by the affirmative vote of the majority of votes cast, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats. This proposal includes that a director who receives less than a majority vote be removed as soon as a replacement director can be qualified on an expedited basis. If such a removed director has key experience, they can transition to a consultant or director emeritus. With written justification, the board can set an effective date several years into the future for these changes to take effect.