Good morning. My name is Josh Faddis. I'm the General Counsel and Corporate Secretary of Veeva Systems. I'm happy to welcome you to Veeva's Annual Meeting for 2023. The meeting will now officially come to order. The time is 8:03 A.M. on Wednesday, June 21st, 2023. The polls are now open for voting on all matters to be presented at the meeting. As you know, we're hosting this meeting through a virtual online platform that's provided by Broadridge. Before we proceed to the formal business of the meeting, I would like to introduce other members of the Veeva team who are with us today. The members of Veeva's management team with us today include Peter Gassner, our founder and CEO, who is also a Veeva director, Brent Bowman, our CFO, and Liang Dong, our Associate General Counsel.
Members of our Board of Directors are also in attendance, and Katherine Hilkemeyer from KPMG, our audit partner, is here as well. We would also like to give a special thank you to Paul Chamberlain, who has served on our Board of Directors for the last seven and a half years and is not standing for re-election at this meeting. Thank you, Paul. With us today is Kathy Weeden from Broadridge Financial Solutions, who is acting as our Inspector of Election. We will now move to the formal business of the meeting. Broadridge has delivered an affidavit of distribution, establishing that notice of this meeting has been duly given. A copy of the notice and the affidavit of distribution will be filed with the minutes of the meeting.
All stockholders of record at the close of business on April 26, 2023, are entitled to vote at this meeting. Broadridge has also advised me that proxies have been received for a sufficient number of shares to constitute a quorum, so the meeting is duly convened for the purpose of transacting business. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions through the text box located on the virtual meeting screen. Liang Dong, our Associate General Counsel, will review incoming questions, and during the QA portion of the meeting, will read the questions out loud for us to respond. At today's meeting, QA will be limited to questions that pertain to the proposals presented for vote at this meeting. If you have questions on other topics, you can submit them by email to ir@veeva.com, and our investor relations team will respond.
After questions, we will close the polls and announce the preliminary results of the voting. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you've already submitted your vote by proxy and do not wish to change your vote, then you do not need to vote now. If you have not already voted and you intend to do so, you must submit your vote online before the polls close. If you logged in with your control number, you can vote online now by clicking the orange Vote Here icon at the bottom center of the meeting portal screen. I will now present the four proposals submitted for a vote at this meeting.
The first item of business is the nomination and election of directors to serve until our annual meeting to be held in 2024 or until their successors are duly elected and qualified. We recommend you vote for all director nominees. The second item of business is to ratify the appointment of KPMG as Veeva's independent registered public accounting firm for the fiscal year ending January 31st, 2024, our current fiscal year. We recommend you vote for the ratification of KPMG. The third item of business is the amendment and restatement of our certificate of incorporation to eliminate inoperative provisions and update certain other miscellaneous provisions to take effect on or after October 15th, 2023. We recommend you vote for the amendment and restatement of our certificate of incorporation. The fourth item of business is a shareholder proposal.
The pro-proposal is that our board of directors amend our bylaws to require shareholder approval for certain advance notice bylaws amendments, if properly presented at the meeting. The proponent of the shareholder proposal is James McRitchie. He will have 3 minutes to present the shareholder proposal. Would Mr. McRitchie please introduce himself and the proposal now?
This proposal is from me, James McRitchie. In 2002, I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of the S&P 500 companies, including Veeva Systems, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for three years, and groups are limited to 20 members. That sets up a situation where proxy access can't really be done without one of the Big Four fund families. They administer retirement savings plans for companies that have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused. Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings.
Will the universal proxy rule go the way of so-called proxy access? After reading bylaws adopted by Masimo, Bloomberg's Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes.... with requirements waived for board nominees. Veeva Systems' advance notice bylaw allowed the board to request such other information as the corporation may reasonably require. Who determines what's reasonable? The board, of course, unless you're willing to go to court. We can all agree there should be some limits on what boards can require without seeking shareholder approval in advance, or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about one-third of the companies based on guardrails that preserve the rule's intent. All shareholder proposals are advisory.
Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever elements they please. Your vote for this proposal can help us reach a similar agreement with Veeva Systems, either before the next annual meeting or after an even larger vote next year on a based on a revised proposal or reflects agreements reached with other companies to protect the rights of shareholders. Please vote for proposal number four, and thank you for your consideration.
All right. Thank you for your comments, Mr. McRitchie. For the reasons detailed in our proxy statement, the board of directors has recommended that shareholders vote against proposal number four. There are no other proposals for today's meeting. We will now review questions submitted by shareholders. As a reminder, at today's meeting, we've only be answering questions that pertain to the four proposals just presented. Liang, are there any questions about the four proposals?
There is a question from a shareholder, which is: Does Veeva have a limit on the number of boards its directors can sit on? If so, what is it?
In Veeva's corporate governance guidelines, which we post publicly on our IR website, the board has adopted a policy that directors should not sit on more than three boards other than Veeva, unless the Nom Gov Committee and board has reviewed and approved the appropriateness of their director sitting on more boards and also the Veeva board. That's a process we go through every year. The Nom Gov Committee and the full board makes a determination as to whether it's appropriate for any director that has exceeded that number to remain on the Veeva board, and that's a process we will continue to follow. Liang, any other questions?
There are no other questions.
Okay. Thank you to our shareholders for their participation in the meeting. If you intend to vote at the meeting and you've not already done so, again, the way to do it is by clicking the orange Vote Here button on the screen that you should have logged into with your control number. I will pause for a couple of minutes to make sure we've given everyone time to vote. It is now 8:12 A.M. I will pause until 8:15 A.M. Again, if you've joined via the guest line, you need to enter your control number in order to be able to vote using the orange button, the Vote Here button in the middle of the screen. All right, it is now 8:15 A.M. on Wednesday, June 21st, 2023. I hereby declare the polls closed.
Based on all proxies and ballots received prior to the commencement of the meeting, I confirm the following: First, Tim Cabral, Mark Carges, Peter Gassner, Mary Lynne Hedley, Priscilla Hung, Tina Hunt, Marshall Mohr, Gordon Ritter, Paul Sekhri, and Matthew Wallach have been elected to the board of directors to serve until the annual meeting in 2024 or until their successors are duly elected and qualified. Second, the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending January 31, 2024, has been ratified. Third, the amendment and restatement of our certificate of incorporation to take effect on October 15, 2023, has been approved. Fourth, the shareholder proposal to require shareholder approval for certain advance notice bylaw amendments was not approved.
The inspector of election will conduct a final count of all votes on these matters, and the final results will be included in the minutes of this meeting and filed publicly on Form 8-K. This concludes the formal business of the meeting. As there is no further business, we will now adjourn the meeting. Thank you very much for attending Veeva's 2023 Annual Stockholder Meeting and for your continued support of Veeva. Operator?
This concludes the meeting. You may now disconnect.