Washington, DC 20549




(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Preliminary Proxy Statement


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Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material under § 240.14a-12




nCino, Inc.

(Name of Registrant as Specified in its Charter)

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NCINO, INC. 6770 PARKER FARM DRIVE WILMINGTON, NC 28405 Your Vote Counts! NCINO, INC. 2024 Annual Meeting of Stockholders Vote by June 19, 2024 11:59 PM ET V41642-P11049 You invested in NCINO, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the Annual Meeting to be held on June 20, 2024. Get informed before you vote View the Notice and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the materials by requesting prior to June 6, 2024. If you would like to request a paper copy of the materials for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* June 20, 2024 10:00 a.m. Eastern Time Virtually at: *Please check the meeting materials for any special requirements for meeting attendance.


Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Class I Directors Nominees: For 01) Pam Kilday 02) Pierre Naudé 03) William Ruh 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, 2025. For 3. Approval, on a non-binding, advisory basis, of the compensation paid to the company’s named executive officers (or NEOs). For 4. Amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware Law and to make certain conforming name changes. For 5. Stockholder proposal regarding board declassification. Against NOTE: In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Prefer to receive an email instead? While voting on, be sure to click “Delivery Settings”. V41643-P11049