ServiceNow Inc
For the period ended May 23, 2024. Filed Apr 4, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 4, 2024
NOW$101.97-0.4%Stored close · as of Nov 6, 2026
Contents
Proxy Voting Roadmap
| Election of 11 Directors | |
|---|---|
| •The Board, acting upon the recommendation of the Nominating and Governance Committee, has nominated the 11 Directors currently serving for re-election to the Board of Directors.•The nominees represent a diverse slate of directors who have been highly successful executives and bring a unique set of skills and experiences to the Board.•55% of the nominees bring gender or ethnic diversity, including all three Board committee chairs and the incoming Lead Independent Director. | |
| The Board recommends a vote ”FOR” each nominee for Director. | page 9 |
| Advisory Vote to Approve Executive Compensation (“Say on Pay”) | |
|---|---|
| •After our 2023 Annual Meeting, we undertook an extensive shareholder engagement effort to understand shareholder concerns related to our executive compensation program.•Informed by shareholder feedback, we conducted a thorough evaluation of the full executive compensation program and made changes responsive to that feedback.•Changes include, among others, eliminating overlapping metrics in our annual and long-term incentive plans and lengthening the performance period for performance-based RSUs to three years. | |
| The Board recommends a vote ”FOR” this proposal. | page 50 |
| Ratify the Independent Registered Public Accounting Firm for 2024 | |
|---|---|
| •The Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2024.•As a matter of good governance, we are submitting the appointment to our shareholders for ratification. | |
| The Board recommends a vote ”FOR” this proposal. | page 101 |
| Shareholder Proposal Regarding Simple Majority Vote | ||
|---|---|---|
| •We have received a shareholder proposal regarding simple majority vote. •If the shareholder proponent of the proposal, or the proponent’s representative, is present at the annual meeting in person and presents the proposal for a vote, then the proposal will be voted on at the annual meeting.•The Board makes no recommendation on this proposal and will carefully consider the outcome of this advisory vote when deciding how to proceed. | ||
| ■ | The Board makes no recommendation on this shareholder proposal. | page 104 |
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