UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~June~~July 215, 2021

nCino, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39380

46-4353148

(State or other jurisdiction of

(Commission file number)

(~~I.R.S.~~IRS Employer

incorporation or organization)

Identification Number)

incorporation)

Identification No.)

6770 Parker Farm Drive

Wilmington, North Carolina 28405

(~~888~~Address of Principal Executive Offices, Including Zip Code) ~~676-2466~~

~~(Address,~~Registrant’s ~~including~~Telephone ~~zip code~~Number, ~~and~~Including ~~telephone~~Area ~~number, including area code, of registrant’s principal executive offices~~Code:(888) 676-2466

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0005 per share

NCNO

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On June 2, 2021,~~ (a)nCino, Inc. ~~issued~~(the a“Company”) ~~press~~held ~~release~~its ~~announcing~~2021 ~~its~~Annual ~~financial~~Meeting ~~results~~of ~~for~~Stockholders ~~its~~(the ~~first~~"Annual ~~quarter~~Meeting") ~~ended~~on ~~April 30~~July 15, 2021. On AMay ~~copy~~26, of2021, the ~~press~~record ~~release~~date isfor ~~furnished~~the ~~herewith~~Annual asMeeting, ~~Exhibit~~95,430,387 ~~99.1~~shares of the Company’s common stock were entitled to ~~this~~vote ~~Current~~at ~~Report~~the onAnnual ~~Form~~Meeting, ~~8-K~~of ~~and~~which is84,152,390, ~~incorporated~~or ~~herein~~88.2%, of the eligible shares were represented in person or by ~~reference~~proxy.

(b)The ~~information~~matters invoted ~~this~~upon ~~Current~~at ~~Report~~the onAnnual ~~Form~~Meeting ~~8-K~~ and the ~~accompanying~~results ~~Exhibit 99.1 shall not be deemed “filed” for purposes~~ of ~~Section~~those 18votes ofare ~~the Securities Exchange Act of 1934,~~ as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.follows:

~~Item~~Proposal ~~9.01 Financial~~1: ~~Statements~~Election of Class 1 Directors to hold office for a three-year term or until their respective successors are elected and ~~Exhibits~~qualified, or their earlier death, resignation or removal.

(d) Exhibits


	For	Withheld	Broker Non-Votes
Pierre Naudé	65,366,114	10,279,575	8,506,701
William Ruh	64,206,578	11,439,111	8,506,701
Pam Kilday	64,890,427	10,755,262	8,506,701

Exhibit No.			Description
99.1			Press release of nCino, Inc. dated June 2, 2021 (furnished and not filed).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Based on the votes set forth above, each of the Class 1 Director nominees were duly elected.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022.


Votes For	Votes Against	Votes Abstained
83,169,195	33,110	950,085

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2022 was ratified.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		nCino, Inc.	~~nCino, Inc.~~
Date: June 2, 2021	By:		/s/ David Rudow
Date: July 19, 2021	By:		/s/ Gregory D. Orenstein
			David RudowChief Financial Officer
			Gregory D. Orenstein
			Chief Corporate Development & Legal Officer and Secretary

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