Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of Veeva Systems Inc. ("Veeva") held on June 9, 2022 (the "Annual Meeting"), Veeva's stockholders voted on and approved an amendment and restatement of its 2013 Equity Incentive Plan (the "2013 Plan"). A description of the material terms of the 2013 Plan, as amended and restated, is contained in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2022 (the "2022 Proxy Statement"). The amended and restated 2013 Plan is filed as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, Veeva's stockholders voted on three proposals, each of which is described in more detail in the 2022 Proxy Statement.

Only stockholders of record as of the close of business on April 14, 2022 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, 140,022,354 shares of Veeva's Class A common stock and 14,765,193 shares of Veeva's Class B common stock were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of Class A common stock of Veeva was entitled to one vote for each share of Class A common stock held as of the close of business on the Record Date, and each holder of Class B common stock of Veeva was entitled to ten votes for each share of Class B common stock held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters, except as set forth below.

The matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below.



Proposal 1: Each of the following nominees were elected to serve as directors
until the 2023 annual meeting of stockholders or until his or her successor is
duly elected and qualified. The vote for each director nominee is set forth in
the table below:

                                                                              BROKER
NAME                           FOR            AGAINST         ABSTAIN       NON-VOTES
Tim Cabral                 260,322,308        879,517         102,044       10,650,209
Mark Carges                245,950,761       15,232,532       120,576       10,650,209
Paul E. Chamberlain        260,831,041        388,961         83,867        10,650,209
Peter P. Gassner           260,620,789        636,299         46,781        10,650,209
Mary Lynne Hedley          255,662,697       5,592,170        49,002        10,650,209
Priscilla Hung             259,673,449       1,502,641        127,779       10,650,209
Tina Hunt                  261,039,742        135,884         128,243       10,650,209
Marshall Mohr              254,793,559       6,381,279        129,031       10,650,209
Gordon Ritter              244,433,175       16,799,860       70,834        10,650,209
Paul Sekhri                227,621,463       33,623,539       58,867        10,650,209
Matthew J. Wallach         260,568,099        689,858         45,912        10,650,209

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Proposal 2: The amendment and restatement of the 2013 Plan was approved by the stockholders based on the following results of voting:



                                                     BROKER
     FOR             AGAINST         ABSTAIN       NON-VOTES
 160,322,705       100,915,388       65,776        10,650,209

Proposal 3: The appointment of KMPG LLP as Veeva's independent registered public accounting firm for the fiscal year ending January 31, 2023 was ratified by the stockholders based on the following results of voting:



     FOR            AGAINST        ABSTAIN

270,776,237 1,041,432 136,409

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit No.             Description
10.1                      Veeva Systems Inc. 2013 Equity Incentive Plan, as amended and restated
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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