ServiceNow, Inc.

Proposal 1: Election of 9 Directors

•The Board of Directors (the “Board”), acting upon the recommendation of the Nominating and Governance

Committee (the “Governance Committee”), has nominated nine individuals for election to the Board, consisting of

eight currently serving Directors and one new nominee.

•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.

Proposal 2: Advisory Vote to Approve Executive Compensation (“Say on Pay”)

•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 an emphasis on long-term

performance aligned to our shareholder interests.

•Over the past two years, the Compensation Committee has made several changes to our executive compensation

program in response to feedback from our shareholders to ensure alignment between pay and performance.

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

•Our Board recommends that shareholders vote “ONE YEAR” on this matter—to continue to hold say on pay votes on

executive compensation annually. An annual “say on pay” vote positions us to regularly solicit timely, direct input from

our shareholders on our executive compensation program.

Proposal 4: Ratify the Independent Registered Public Accounting Firm for 2026

•The Audit Committee appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm

for 2026.

•As a matter of good governance, we are submitting the appointment to our shareholders for ratification.

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PROXY VOTING ROADMAP

Proposal 5: Approval of Amended and Restated 2021 Equity Incentive Plan

•As we continue to operate in a competitive talent market and as our business requires increasingly specialized skills,

an increase in shares under our 2021 Equity Incentive Plan is necessary to continue using equity compensation as a

broad-based compensation tool for our growing workforce.

•The Amended and Restated 2021 Equity Incentive Plan will enable us to continue to attract, retain and motivate

talented individuals who will help achieve our growth and strategic objectives and benefit all of our shareholders as

a result.

Proposal 6: Shareholder Proposal Regarding Shareholder Right to Act by Written Consent

•A shareholder has made a proposal that shareholders be permitted to take action by written consent, in lieu of holding

a special meeting to consider and vote on the matter.

•Matters requiring shareholder approval should be presented to, and voted on, by shareholders at a meeting where all

shareholders can participate. A written consent right is unnecessary given the ability of our shareholders holding 15%

or more of our outstanding shares for at least one year to call special meetings of shareholders.

•Our overall corporate governance reflects current best practices and provides shareholders with meaningful rights to

communicate their views and ensure Board accountability and responsiveness to shareholders.