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): ~~July~~September 151, 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)

(IRS Employer

incorporation)

Identification No.)

6770 Parker Farm Drive

Wilmington, North Carolina 28405

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, Including Area 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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~(a)~~On September 1, 2021, nCino, Inc. (the “"Company”") ~~held~~issued ~~its~~a ~~2021~~press ~~Annual~~release ~~Meeting~~announcing ofits ~~Stockholders~~financial ~~(the~~results ~~"Annual~~for ~~Meeting")~~its onsecond ~~July~~quarter 15ended July 31, 2021. On ~~May~~A ~~26,~~copy ~~2021,~~of the ~~record~~press ~~date~~release ~~for~~is ~~the~~furnished ~~Annual~~herewith ~~Meeting,~~as ~~95,430,387~~Exhibit ~~shares~~99.1 ~~of the Company’s common stock were entitled~~ to ~~vote~~this atCurrent ~~the~~Report ~~Annual~~on ~~Meeting,~~Form of8-K ~~which~~and ~~84,152,390,~~is orincorporated ~~88.2%,~~herein ~~of the eligible shares were represented in person or~~ by ~~proxy~~reference.

~~(b)~~The ~~matters~~information ~~voted~~in ~~upon~~this atCurrent ~~the~~Report ~~Annual~~on ~~Meeting~~Form 8-K and the ~~results~~accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of ~~those~~Section ~~votes~~18 ~~are~~of the Securities Exchange Act of 1934, as ~~follows:~~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.

~~Proposal~~Item 1:5.02 Departure ~~Election~~ of ~~Class 1~~ Directors ~~to hold office for a three-year term~~ or ~~until~~Certain ~~their~~Officers; ~~respective~~Election ~~successors~~of ~~are~~Directors; ~~elected~~Appointment ~~and~~of ~~qualified,~~Certain orOfficers; ~~their~~Compensatory ~~earlier~~Arrangements ~~death,~~of ~~resignation~~Certain ~~or removal~~Officers.

	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

On September 1, 2021, the Company announced that Josh Glover, age 42, who was serving as the Company’s Chief Revenue Officer, was named President & Chief Revenue Officer, effective September 1, 2021. Mr. Glover has served as the Company’s Chief Revenue Officer since February 2019 and previously served as Executive Vice President, Americas from February 2017 to February 2019, Senior Vice President, Community and Regional Financial Institutions from December 2014 to January 2017 and a member of the Company’s professional services organization from November 2012 to December 2014. Pierre Naudé, who was serving as the Company’s President & Chief Executive Officer, will continue in his role as the Company’s Chief Executive Officer.

~~Based~~In connection with this appointment, Mr. Glover’s annual base salary and annual cash bonus target will be increased to $356,757 and $303,244, respectively. Additionally, on November 1, 2021, Mr. Glover will be granted $2,500,000 aggregate value of restricted stock units, subject to the ~~votes~~Company’s ~~set~~standard ~~forth~~time-based ~~above~~vesting provisions, ~~each~~with the number of restricted stock units subject to the ~~Class~~award 1determined ~~Director~~based ~~nominees~~on ~~were~~the ~~duly~~closing ~~elected~~price of the Company’s common stock on October 31, 2021.

~~Proposal~~On 2:September ~~Ratification~~1, of2021, the ~~appointment~~Company ofannounced ~~Ernst~~that &Greg ~~Young~~Orenstein, ~~LLP~~age 52, who was serving as the Company’s ~~independent~~Chief ~~registered~~Corporate ~~public~~Development ~~accounting~~& ~~firm~~Legal ~~for~~Officer and Secretary, was named Chief Corporate Development & Strategy Officer, effective September 1, 2021. Mr. Orenstein has served as the ~~fiscal~~Company’s ~~year~~Chief ~~ending~~Corporate ~~January~~Development 31& Legal Officer and Secretary since December 2019 and previously served as Executive Vice President Corporate Development, ~~2022~~Chief Legal Officer & Secretary from October 2015 to November 2019. Mr. Orenstein’s compensation did not change in connection with being named Chief Corporate Development & Strategy Officer.

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

Item 9.01 Financial Statements and Exhibits.

~~Based~~(d) ~~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.~~Exhibits


Exhibit No.			Description
99.1			Press release of nCino, Inc. dated September 1, 2021 (furnished and not filed).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date: July 19, 2021	By:		/s/ Gregory D. Orenstein
Date: September 1, 2021	By:		/s/ David Rudow
			Gregory D. Orenstein
			David Rudow
			Chief Corporate Development & Legal Officer and Secretary
			Chief Financial Officer

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