ServiceNow Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$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 23, 2024
___________
(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) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting, the shareholders were asked to vote on four 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 | ||||||||||
| Deborah Black | 165,376,402 | 2,518,509 | 123,128 | 16,044,719 | ||||||||||
| Susan L. Bostrom | 155,226,991 | 12,657,230 | 133,818 | 16,044,719 | ||||||||||
| Teresa Briggs | 162,524,105 | 5,366,753 | 127,181 | 16,044,719 | ||||||||||
| Jonathan C. Chadwick | 161,912,317 | 5,975,843 | 129,879 | 16,044,719 | ||||||||||
| Paul E. Chamberlain | 165,750,974 | 2,135,375 | 131,690 | 16,044,719 | ||||||||||
| Lawrence J. Jackson, Jr. | 164,926,253 | 2,961,638 | 130,148 | 16,044,719 | ||||||||||
| Frederic B. Luddy | 165,550,596 | 2,373,000 | 94,443 | 16,044,719 | ||||||||||
| William R. McDermott | 156,168,799 | 11,135,077 | 714,163 | 16,044,719 | ||||||||||
| Jeffrey A. Miller | 161,045,254 | 6,839,603 | 133,182 | 16,044,719 | ||||||||||
| Joseph "Larry" Quinlan | 167,640,199 | 220,831 | 157,009 | 16,044,719 | ||||||||||
| Anita M. Sands | 155,759,262 | 12,127,477 | 131,300 | 16,044,719 | ||||||||||
2.The shareholders voted, by a non-binding, advisory vote, to approve the 2023 compensation of the Company’s named executive officers. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 147,796,120 | 19,291,265 | 930,654 | 16,044,719 | ||||||||
3.The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | ||||||
| 180,332,998 | 3,548,395 | 181,365 | ||||||
4.The shareholders voted in favor of the shareholder proposal regarding simple majority vote. The voting results are as follows:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||
| 160,470,695 | 5,987,812 | 995,428 | 16,044,719 | ||||||||
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 23, 2024 | ||||||||||||||