ServiceNow Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NOW
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 22, 2025
___________
(Exact name of registrant as specified in its charter)
___________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices and Zip Code)
(408 ) 501-8550
(Registrant's telephone number, including area code)
Not Applicable | ||
(Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2025 annual meeting of shareholders on May 22, 2025 (the “Annual Meeting”), the shareholders of ServiceNow, Inc. (the “Company”) approved amendments to the Company’s Certificate of Incorporation (i) reflecting Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law, (ii) eliminating supermajority voting provisions in the Certificate of Incorporation and (iii) reflecting certain immaterial changes to streamline and update the Certificate of Incorporation. Such amendments, described in more detail in the Company’s definitive proxy statement filed on April 4, 2025, became effective May 23, 2025.
The foregoing description of the amendments to the Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of such amendments reflected in the Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders were asked to vote on seven proposals. A brief description of each proposal, along with the final voting results, is set forth below:
1.The shareholders elected the individuals listed below as directors to serve until the next annual shareholders meeting and until his or her successor has been duly elected and qualified or his or her earlier death, resignation or removal. The voting results for each such director are as follows:
| Nominees | Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||||
| Susan L. Bostrom | 161,174,001 | 5,627,686 | 111,941 | 16,471,590 | ||||||||||
| Teresa Briggs | 161,191,694 | 5,597,878 | 124,056 | 16,471,590 | ||||||||||
| Jonathan C. Chadwick | 162,226,947 | 4,560,501 | 126,180 | 16,471,590 | ||||||||||
| Paul E. Chamberlain | 165,985,137 | 812,203 | 116,288 | 16,471,590 | ||||||||||
| Lawrence J. Jackson, Jr. | 163,944,782 | 2,748,047 | 220,799 | 16,471,590 | ||||||||||
| Frederic B. Luddy | 163,886,658 | 2,922,024 | 104,946 | 16,471,590 | ||||||||||
| William R. McDermott | 155,201,427 | 11,361,093 | 351,108 | 16,471,590 | ||||||||||
| Joseph "Larry" Quinlan | 166,227,439 | 545,639 | 140,550 | 16,471,590 | ||||||||||
| Anita M. Sands | 145,473,297 | 21,146,197 | 294,134 | 16,471,590 | ||||||||||
2.The shareholders voted, by a non-binding, advisory vote, to approve the 2024 compensation of the Company’s named executive officers. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 146,569,886 | 18,440,159 | 1,903,583 | 16,471,590 | ||||||||
3.The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | ||||||
| 179,049,353 | 4,132,460 | 203,405 | ||||||
4.The shareholders voted to approve amendments to the Company's Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation and other immaterial changes. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 142,979,882 | 22,912,820 | 1,020,926 | 16,471,590 | ||||||||
5.The shareholders voted to approve amendments to the Company's Certificate of Incorporation to eliminate supermajority voting provisions. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 164,289,854 | 2,519,218 | 104,556 | 16,471,590 | ||||||||
6.The shareholders voted against the shareholder proposal regarding right to cure purported nomination defects. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 5,000,270 | 161,376,300 | 537,058 | 16,471,590 | ||||||||
7.The shareholders voted against the shareholder proposal to remove the one-year holding period requirement to call a special meeting of shareholders. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 13,816,142 | 152,877,096 | 220,390 | 16,471,590 | ||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SERVICENOW, INC. | ||||||||||||||
| By: | /s/ Russell S. Elmer | |||||||||||||
| Russell S. Elmer General Counsel | ||||||||||||||
| Date: May 27, 2025 | ||||||||||||||