UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

VEEVA SYSTEMS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6-(i)(1) and 0-11

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NOTICE OF 2024 ANNUAL MEETING OF

SHAREHOLDERS

WHAT: 2024 Annual Meeting of Shareholders. We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Veeva Systems Inc., a public benefit corporation under the laws of the State of Delaware, for use at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) described here. This chart shows the items up for a vote at the Annual Meeting, how votes will be counted, and how management recommends you vote on each item.

Proposal

Information

Board

Recommendation

Broker

Non-Votes

Abstentions

Votes Required

for Approval

One

To elect the directors listed in Proposal One to serve as directors until the annual meeting to be held in 2025 or until their successors are duly elected and qualified.

Page 1

FOR

Will have no effect on the outcome

Majority of the votes duly cast, with respect to each nominee; votes “for” exceed votes “against”

Two

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025.

Page 39

FOR

Will have no effect on the outcome

Majority of the votes duly cast; votes “for” exceed votes “against”

Three

To approve an amendment and restatement of our Certificate of Incorporation to reflect the Delaware law provisions regarding officer exculpation.

Page 40

FOR

Will count AGAINST

Majority in voting power of our outstanding capital stock

Four

To hold an advisory (non-binding) vote to approve named executive officer compensation.

Page 61

FOR

Will have no effect on the outcome

Majority of the votes duly cast; votes “for” exceed votes “against”

WHEN: Wednesday, June 12, 2024, 9:00 a.m. Pacific Time

WHERE: The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/VEEV2024, where you will be able to listen to the meeting live, submit questions, and vote online.

WHO CAN VOTE: You can vote if you were a shareholder of record as of the close of business on April 15, 2024 (the “Record Date”).

HOW CAN I VOTE:

Shareholders of record can vote in any of these ways:

•	Internet: www.proxyvote.com until 11:59 p.m. Eastern Time on Tuesday, June 11, 2024;

•	Telephone: 1-800-690-6903 until 11:59 p.m. Eastern Time on Tuesday, June 11, 2024;

•	Mail: Sign, date, and mail your proxy card (if you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you instruct); or

•	Directly at the virtual Annual Meeting: Visit www.virtualshareholdermeeting.com/VEEV2024 and enter your 16-digit control number.

Veeva Systems Inc. | 2024 Proxy Statement

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Beneficial Owners of Shares Held in Street Name

•	Please refer to the voting instructions provided to you by your broker, trustee, or other nominee that holds your shares.

Adjournments and Postponements

Any action on the items of business described above may be considered at the virtual Annual Meeting or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Voting

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares over the Internet, by telephone, or by mail. Voting your shares in advance will not prevent you from participating in the Annual Meeting virtually, revoking your earlier submitted proxy, or voting your shares during the virtual Annual Meeting. For specific instructions on how to vote your shares, please see “Frequently Asked Questions and Answers” in the Proxy Statement.

On or about April 29, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to shareholders of record as of the Record Date. The Notice contains instructions on how to access our Proxy Statement and our Annual Report for the fiscal year ended January 31, 2024 (together, the “proxy materials”). The Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.

As used in this Proxy Statement, the terms “Veeva,” “the Company,” “we,” “us,” and “our” mean Veeva Systems Inc. and its subsidiaries unless the context indicates otherwise.

			By Order of the Board of Directors,

			Josh Faddis
			SVP, General Counsel and Corporate Secretary
			April 29, 2024

An Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 12, 2024: The Notice, Proxy Statement, and 2024 Annual Report is available to shareholders at www.proxyvote.com.

Veeva Systems Inc. | 2024 Proxy Statement

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			Page
PROPOSAL ONE: ELECTION OF DIRECTORS			1
GOVERNANCE LEADERSHIP			1
WHO WE ARE			1
Board Nominees			2
HOW WE ARE SELECTED, ELECTED, AND EVALUATED			13
Considerations in Evaluating Director Nominees and Board Diversity			13
Board and Committee Evaluations			13
Director On-Boarding and Continuing Education			13
Shareholder Recommendations for Nominations to the Board; Proxy Access			14
HOW WE ARE ORGANIZED			15
Board Leadership Structure			15
Director Independence			15
Board Committees			15
Compensation Committee Interlocks and Insider Participation			18
HOW WE GOVERN AND ARE GOVERNED			19
Overview of Our Corporate Governance Program and Recent Actions			19
Board and Committee Meeting Attendance			20
Corporate Governance Policies			20
Board Oversight of Risk			20
Board’s Role in Human Capital Management			21
Overboarding			21
Certain Relationships and Related Party Transactions			22
HOW WE ARE PAID			24
Non-Employee Director Compensation Plan			24
Director Compensation			25
Stock Ownership Guidelines			25
HOW YOU CAN COMMUNICATE WITH US			26
OUR COMPANY			27
Overview			27
Our Executive Officers			27
Our Unique Employment Practices			28
Our Workforce Diversity			30
Our Approach to Environmental Sustainability			30
Our Approach to Internal Audit			31
Our Security and Privacy Programs			31
Audit Committee Report			32
OUR PUBLIC BENEFIT CORPORATION REPORT			33
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			39
PROPOSAL THREE: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION			40

Veeva Systems Inc. | 2024 Proxy Statement i

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			Page
OUR PAY			42
Compensation Discussion and Analysis			42
Executive Summary			42
Executive Compensation Philosophy, Objectives, and Components			43
Role of Compensation Committee, Management, and Compensation Consultant			43
Peer Group and Competitive Data			44
Principal Elements of Compensation			45
Other Compensation Information and Policies			47
Tax and Accounting Considerations			49
Compensation Committee Report			49
Summary Compensation Table			50
Fiscal 2024 Grants of Plan-Based Awards			51
Outstanding Equity Awards at Fiscal 2024 Year-End			52
Fiscal 2024 Option Exercises and Stock Vested			54
Fiscal 2024 Potential Payments Upon Termination or Change in Control			54
CEO Pay Ratio			54
Pay Versus Performance			56
Equity Compensation Plan Information			60
PROPOSAL FOUR: ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			61
OUR SHAREHOLDERS			62
Security Ownership of Certain Beneficial Owners and Management			62
OUR MEETING			64
Frequently Asked Questions and Answers			64
Additional Information			71
APPENDIX A			A-1

ii Veeva Systems Inc. | 2024 Proxy Statement

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PROPOSAL ONE: ELECTION OF DIRECTORS

GOVERNANCE LEADERSHIP

We, the members of the Veeva Systems Inc. Board of Directors, open this Proxy Statement by asking for your voting support. We provide information in this section describing who we are; how we are selected, elected, and evaluated; how we are organized; how we govern and are governed; how we are paid; and how you can communicate with us. First, we want to summarize a few recent and unique leadership actions that we believe set us apart.

On February 1, 2021, after overwhelming approval by our voting shareholders, we became the first public company to transition from a traditional Delaware corporation to a Public Benefit Corporation (“PBC”). A PBC is a for-profit company that has adopted a public benefit purpose intended to provide benefits beyond just shareholder financial returns. Our PBC purpose is “to provide products and services that are intended to help make the industries we serve more productive, and to create high-quality employment opportunities in the communities in which we operate.” As a PBC, our directors have a fiduciary duty to balance the financial interests of shareholders, the best interests of other stakeholders materially affected by our conduct, and the pursuit of our PBC purpose. We believe that operating as a PBC (i) reflects our longstanding core values—Do the Right Thing, Customer Success, Employee Success, and Speed, (ii) helps us maintain alignment with the principal industry we serve—life sciences—and its broad goal to improve health and extend lives, and (iii) enhances our relationships with employees and job candidates. We believe that these benefits, among others, are an essential part of our effort to create long-term, sustainable value for shareholders and, if done well, a societal benefit. Our annual PBC report is included herein at “Our Public Benefit Corporation Report.”

In 2021, we declassified our board structure and adopted a proxy access provision and a process for shareholders to call special meetings. In 2022, we expanded the diversity of our Board and formed a board committee specifically tasked with oversight of cybersecurity risk. In 2023, we converted to a single-class voting structure. We believe these actions and others position us as a governance leader across many fronts.

WHO WE ARE

Our Board may establish the authorized number of directors from time to time by resolution, and ten directors are currently authorized. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Our amended and restated certificate of incorporation (“Certificate of Incorporation”) and amended and restated bylaws (“Bylaws”) that are currently in effect authorize only our Board to fill vacancies on our Board until the next annual meeting of shareholders.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated ten individuals to be elected at the Annual Meeting. As of the date of this Proxy Statement, each of Mark Carges, Mary Lynne Hedley, Priscilla Hung, Tina Hunt, Marshall Mohr, Gordon Ritter, Paul Sekhri, and Matthew J. Wallach qualifies as independent in accordance with the New York Stock Exchange (“NYSE”) listing standards. All of the nominees are presently directors of Veeva and have consented to being named in this Proxy Statement and to serving as directors if elected. You cannot vote for a greater number of persons than the ten director candidates.

Our Board unanimously recommends a vote “FOR” each of its nominees for director.

Required Vote

With respect to each nominee, election requires the affirmative vote of a majority of the votes duly cast, i.e., votes “for” exceed votes “against.”

Veeva Systems Inc. | 2024 Proxy Statement 1

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WHO WE ARE

Board Nominees

Our Board reflects a diversity of experience and perspectives and has an appropriate balance of members who have supported Veeva from its beginning and who have joined more recently. The following charts provide information concerning our Board nominees as of April 29, 2024.

	Average Director Age			Average Director Tenure			Board Diversity in Gender			Board Diversity in Underrepresented Communities
	60 years			6.8 years			30%			30%

Board Skill

Cabral

Carges

Gassner

Hedley

Hung

Hunt

Mohr

Ritter

Sekhri

Wallach

Technical software expertise⁽¹⁾

Life sciences operational expertise⁽²⁾

Veeva-specific operational expertise⁽³⁾

Business executive expertise⁽⁴⁾

International (non-US) business operational expertise⁽⁵⁾

SEC Form DEF 14A filed by Veeva Systems Inc.