AMENDMENT TO THE PROXY STATEMENT DATED MAY 10, 2024
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2024
On
May 10, 2024, nCino, Inc. filed a definitive proxy statement (the Proxy Statement) for its 2024 Annual Meeting of Stockholders to be held on June 20, 2024 (the Annual Meeting) with the Securities and Exchange
Commission.
This amendment (this Amendment) amends, supplements and replaces the disclosure under the headings Questions and Answers
What is a broker non-vote? beginning on page 3 of the Proxy Statement, Questions and Answers Proposal Four: Amendment to the Companys Certificate of Incorporation to provide for
the exculpation of officers as permitted by Delaware law and to make certain conforming name changes on page 5 of the Proxy Statement, and Questions and Answers How will my shares be voted if I return a blank proxy card or a blank
voting instruction card? beginning on page 5 of the Proxy Statement. The updates set forth below are intended to (i) clarify the vote required to approve Proposal 4 and (ii) clarify that broker
non-votes will have the same effect as a vote against Proposal 4.
This Amendment should be read in conjunction
with the Proxy Statement. Except as described in this Amendment, none of the proposals or information presented in the Proxy Statement is affected by this Amendment. From and after the date of this Amendment, any references to the Proxy Statement
are to the Proxy Statement as amended hereby.
What is a broker non-vote?
Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain routine
matters even if they do not receive timely voting instructions from the beneficial owner. With respect to non-routine matters, the broker, bank or other nominee is not permitted to vote shares for
a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting
firm for the fiscal year ending January 31, 2025 (Proposal Two). The election of the Class I directors (Proposal One), the advisory vote to approve the compensation of our named executive officers (Proposal Three), the vote to approve an
amendment to the Companys Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes (Proposal Four), and the stockholder proposal regarding board
declassification (Proposal Five) are non-routine matters.
A broker
non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting
instructions with regard to such matter. If a broker, bank or other nominee exercises his/her/its discretionary voting authority on Proposal Two, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal One, Proposal Three, Proposal Four, Proposal Five, or any other non-routine matters that are properly presented at the Annual Meeting.
Broker non-votes will have no impact on the voting results with respect to Proposals One, Two, Three, and Five. Broker non-votes will have the same effect as a vote
against Proposal Four.
Proposal Four: Amendment to the Companys Certificate of Incorporation to provide for the exculpation of officers as
permitted by Delaware law and to make certain conforming name changes.
The affirmative vote of the holders of at least a majority of the voting power
of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required for the approval of Proposal Four.
An abstention on Proposal Four will have the same effect as a vote against Proposal Four. A broker non-vote on
Proposal Four will also have the same effect as a vote against Proposal Four.