veev-20200916

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): September 16, 2020

_____________________________________________________________________________

Veeva Systems Inc.

(Exact name of Registrant as Specified in Its Charter)

_____________________________________________________________________________

Delaware

001-36121

20-8235463

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4280 Hacienda Drive

Pleasanton, California 94588

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (925) 452-6500

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 (see General Instructions A.2. below):


☐			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

Name of each exchange on which registered

Class A Common Stock,
par value $0.00001 per share

VEEV

New York Stock Exchange

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 7.01.			Regulation FD Disclosure.

On September 16, 2020, Veeva Systems Inc. ("Veeva”) issued a press release announcing it has formed a board committee to explore becoming a public benefit corporation (PBC). A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as 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 (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.


Item 9.01.									Financial Statements and Exhibits.



(d)			Exhibits.


Exhibit No.						Description
99.1						Press Release titled “Veeva Forms Board Committee to Explore Becoming a Public Benefit Corporation,” dated September 16, 2020
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Veeva Systems Inc.

By:

/s/ Josh Faddis

Josh Faddis

Senior Vice President, General Counsel

Dated: September 16, 2020

Document

FOR IMMEDIATE RELEASE

Veeva Forms Board Committee to Explore Becoming

a Public Benefit Corporation

PLEASANTON, CA — September 16, 2020 — Veeva Systems (NYSE: VEEV) today announced it has formed a board committee to explore becoming a public benefit corporation (PBC). The Committee will seek input from shareholders, customers, and other stakeholders on the possibility of becoming a PBC before taking any further action.

A PBC is a for-profit corporation that has also adopted a public benefit purpose. Unlike a traditional corporation whose only legal duty is to maximize shareholder value, PBCs consider their public benefit purpose and the interests of those materially affected by the corporation’s conduct—including customers, employees, and the community—in addition to shareholders’ interests.

In becoming a PBC, Veeva’s certificate of incorporation would be updated to include a public benefit purpose of helping make the industries it serves more productive and creating high-quality employment opportunities. This public benefit purpose aligns with Veeva’s focus on supporting life sciences companies in their mission to improve and extend life by helping them more effectively and efficiently develop and get the right treatments to the right patients.

Veeva would pursue this public benefit purpose in addition to its existing goal of increasing shareholder value. As a Delaware PBC, the company would operate under the same management structure and corporate and tax laws it does today and with the same commitment to strong growth and profitability.

“We believe social and economic benefits go hand in hand and have always operated with the long-term view that doing the right thing for our customers, employees, and communities ultimately allows us to deliver the best results for investors,” said Peter Gassner, founder and CEO of Veeva Systems.

Veeva joins a growing number of leaders who recognize that corporations can build greater long-term value when considering a broader set of stakeholders, including shareholders, customers, employees, and the communities they serve. The Delaware PBC structure was created in 2013, and to date more than 2,000 companies have incorporated as Delaware PBCs. Veeva would be the first Russell 1000 company to become a PBC, which follows Veeva’s history of leading in areas that will advance the company, the industries it serves, and its stakeholders over the long-term.

Veeva believes that working to make its customers more productive and growing its employee base by attracting the best talent can result in greater shareholder value over the long-term and reiterates its 2025 targets issued October 2, 2019.

Today’s announcement is intended to open a dialogue about the potential for Veeva to become a PBC. The company will now seek input through a proactive stakeholder outreach program.

Veeva is also planning to declassify its board of directors and implement a majority voting standard for future director elections and is also seeking shareholder feedback on these proposed changes.

For more information, please visit Veeva’s PBC information page.

About Veeva Systems

Veeva Systems Inc. is a leader in cloud solutions—including data, software, and services—for the global life sciences industry. Committed to innovation, product excellence, and customer success, Veeva serves more than 900 customers, ranging from the world's largest pharmaceutical companies to emerging biotechs. The company is headquartered in the San Francisco Bay Area, with offices throughout North America, Europe, Asia, and Latin America. For more information, visit veeva.com.

Forward-looking Statements

This release contains forward-looking statements, including the statements regarding Veeva’s potential conversion to a Delaware public benefit corporation, the expected impact and benefits of such a

Veeva Systems Inc. owns other registered and unregistered trademarks.

conversion and our 2025 targets. Any forward-looking statements contained in this press release are based upon Veeva’s current expectations, historical performance and its current plans and estimates, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent Veeva’s expectations as of the date of this press announcement. Subsequent events may cause these expectations to change, and Veeva disclaims any obligation to update the forward-looking statements in the future. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including potentially negative reaction to our potential conversion to a Delaware public benefit corporation. Additional risks and uncertainties that could affect Veeva’s financial results including its 2025 targets are included under the captions, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the company’s filing on Form 10-Q for the period ended July 31, 2020. This is available on the company’s website at veeva.com under the Investors section and on the SEC’s website at sec.gov. Further information on potential risks that could affect actual results will be included in other filings Veeva makes with the SEC from time to time.

###


Contact:
Roger Villareal Veeva Systems 925-264-8885 roger.villareal@veeva.com			Jamie Moser Joele Frank 212-355-4449 jmoser@joelefrank.com

Rick Lund Veeva Systems 925-271-9816 rick.lund@veeva.com

Veeva Systems Inc. owns other registered and unregistered trademarks.

Cover Page	Sep. 16, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 16, 2020
Entity Registrant Name	Veeva Systems Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36121
Entity Tax Identification Number	20-8235463
Entity Address, Address Line One	4280 Hacienda Drive
Entity Address, City or Town	Pleasanton
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94588
City Area Code	925
Local Phone Number	452-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock,par value $0.00001 per share
Trading Symbol	VEEV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001393052