ServiceNow Inc
For the period ended May 22, 2025. Filed Apr 4, 2025.
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 22, 2025 · Filed Apr 4, 2025
NOW$101.97-0.4%Stored close · as of Nov 6, 2026
Contents
Proxy Voting Roadmap
| Election of 9 Directors | |
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| •The Board, acting upon the recommendation of the Nominating and Governance Committee, has nominated nine currently serving Directors for re-election to the Board of Directors.•The nominees represent a slate of directors who have been highly successful executives and bring a differentiated set of skills and experiences to the Board. | |
| The Board recommends a vote ”FOR” each nominee for Director. | page 9 |
| Advisory Vote to Approve Executive Compensation (“Say on Pay”) | |
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| •Our executive compensation program is designed to attract, retain and motivate our named executive officers who are critical to our success, with a strong link between pay and performance, and emphasis on long-term performance aligned to our shareholder interests.•In 2024, we continued to make progress on implementing responsive changes to our executive compensation program to ensure alignment between pay and performance resulting in a significant increase in shareholder support for our program at our 2024 Annual Meeting compared to the previous year. | |
| The Board recommends a vote ”FOR” this proposal. | page 52 |
| Ratify the Independent Registered Public Accounting Firm for 2025 | |
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| •The Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2025.•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 108 |
| Amendments to the Certificate of Incorporation to Reflect Delaware Law Regarding Officer Exculpation and Other Immaterial Changes | |
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| •The Board is seeking shareholder approval to amend the Company’s Certificate of Incorporation to extend exculpation protection to our officers, as currently provided to our directors, to reflect amendments to the Delaware General Corporation Law (“DGCL”). The amendments would, among other things, appropriately balance shareholders’ interests in accountability and the Company’s interest in attracting and retaining high quality officers.•We are also proposing administrative changes to streamline and update the Certificate of Incorporation to align with the Company’s current state; these amendments do not substantively affect shareholders’ rights. | |
| The Board recommends a vote ”FOR” this proposal. | page 111 |
| 2025 Proxy Statement | 7 |
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Proxy Voting Roadmap
| Amendments to the Certificate of Incorporation to Eliminate Supermajority Voting Provisions | |
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| •The Board is recommending eliminating supermajority voting provisions in our Certificate of Incorporation following approval of a non-binding shareholder proposal requesting to eliminate provisions that required greater than a simple majority vote at the 2024 Annual Meeting, feedback from our shareholders through engagement, and in consideration of evolving corporate governance practices.•Currently, a supermajority vote of two-thirds of outstanding shares is required to increase or decrease the number of authorized shares of preferred stock and to approve certain amendments to the Certificate of Incorporation or Bylaws. | |
| The Board recommends a vote ”FOR” this proposal. | page 113 |
| Shareholder Proposal Regarding Right to Cure Purported Nomination Defects | |
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| •ServiceNow already provides shareholders the right to submit a notice of nomination consistent with market practice. The Board believes the Company’s existing Bylaws provide a clear and well-established process for shareholder director nominations, promoting transparency and informed decision-making.•The proposed amendment would introduce unnecessary uncertainty and enhanced litigation risks, creating potential disruptions to the director nomination process. | |
| The Board recommends a vote “AGAINST” this proposal. | page 114 |
| Shareholder Proposal to Remove the One-Year Holding Period Requirement to Call a Special Meeting of Shareholders | |
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| •ServiceNow provides holders of 15% of our shares for one year to request a special meeting of shareholders. The Board believes the existing shareholder meeting right is aligned with best practices and balances providing shareholders with meaningful rights while protecting the long-term interests of ServiceNow and its broad base of shareholders.•Our shareholder meeting right is in line with ServiceNow’s commitment to strong and effective corporate governance practices and reflects shareholder input. | |
| The Board recommends a vote “AGAINST” this proposal. | page 117 |
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