Veeva CEO Letter to Shareholders on Becoming a Public Benefit Corporation
December 4, 2020
Traveler, there is no path. Paths are made by walking.
―Antonio Machado
Dear fellow shareholders,
Since founding Veeva Systems 13 years ago, we have been making our own path. Back then, we had a vision that industry-specific cloud-based solutions for life sciences could be transformative. It has been, and we are still pursuing our vision of building the industry cloud for life sciences, guided by our core values of do the right thing, customer success, employee success, and speed.
There are two proposals in this special proxy. One is significant and unique and the other less so.
First, we propose to undo our classified board so all members of our board of directors stand for election annually beginning in 2021. A declassified board is common practice for mature public companies and we believe it provides a better governance structure for where we are today.
We are also asking for your support to amend our certificate of incorporation to become a Delaware Public Benefit Corporation (PBC). This means we would formally adopt a public benefit purpose and be legally responsible to balance the interests of multiple stakeholders—including our shareholders, customers, employees, partners, and the communities in which we operate—rather than considering only the financial interests of our shareholders.
We believe Veeva should demonstrate leadership and innovation not only in our products and services, but in everything we do. We are proud to be the first large public company in the U.S. to propose a PBC conversion to its shareholders.
Why us and why now? As we have grown and as our customer relationships have deepened, we have become increasingly important to the life sciences industry’s ability to improve health and extend lives. Looking ahead, Veeva has the potential to become essential to the process of developing medicines and cures and bringing them to patients. Society’s interest in the success and sustainability of this process is clear. Our vision is not sustainable over the long term if it is only about financial returns.
We have also always believed that our deep commitment to customers, employees, and our core value of ‘do the right thing’ enhances our ability to create shareholder value. I outlined these operating principles in my 2013 Founders Letter included with our IPO registration statement. A PBC conversion is a way to align our certificate of incorporation to the values-based way we operate the company. It makes clear to customers that our purposes will remain aligned. And it also demonstrates to our employees and candidates that Veeva is a place where they can feel good about giving their best.
As Veeva’s founder and largest shareholder I have a personal and reputational interest in focusing on how we operate as well as on how well we operate. Our board of directors and I believe that a PBC conversion will enhance our long-term financial sustainability and our ability to create value for shareholders. We ask for your vote to create this new path.
Sincerely,
Peter P. Gassner
Chief Executive Officer and Director