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ServiceNow, Inc. – ‘8-K’ for 6/1/23

On:  Friday, 6/2/23, at 4:06pm ET   ·   For:  6/1/23   ·   Accession #:  1373715-23-282   ·   File #:  1-35580

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  As Of               Filer                 Filing    For·On·As Docs:Size

 6/02/23  ServiceNow, Inc.                  8-K:5,9     6/01/23   11:420K

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     61K 
 2: EX-10.1     Material Contract                                   HTML    194K 
 6: R1          Cover                                               HTML     45K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 7: XML         XBRL Instance -- now-20230601_htm                    XML     21K 
 8: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- now-20230601_lab                      XML     70K 
 5: EX-101.PRE  XBRL Presentations -- now-20230601_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- now-20230601                          XSD     10K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
11: ZIP         XBRL Zipped Folder -- 0001373715-23-000282-xbrl      Zip     50K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  now-20230601  
 i 0001373715 i false00013737152023-06-012023-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM  i 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):  i June 1, 2023
___________

 i SERVICENOW, INC.
(Exact name of registrant as specified in its charter)

___________
 i Delaware
 i 001-35580
 i 20-2056195
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
 i 2225 Lawson Lane
 i Santa Clara,  i California  i 95054
(Address of principal executive offices and Zip Code)
( i 408)  i 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):
 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i 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 classTrading SymbolName of each exchange on which registered
 i Common stock, par value $0.001 per share i NOW i The New York Stock Exchange
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  i 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2023, ServiceNow, Inc. (the “Company”) held its 2023 Annual Shareholders Meeting (the “2023 Annual Meeting”) at which the shareholders approved, among other matters, an amendment and restatement of the 2021 Equity Incentive Plan (the “Restated 2021 Plan”) to increase the available share reserve by 10,100,000 shares, reduced by the number of shares underlying awards granted under the Company’s 2022 New-Hire Equity Incentive Plan from February 28, 2023 to June 1, 2023. The Restated 2021 Plan had been approved, subject to shareholder approval, by the Company’s Board of Directors. This description of the Restated 2021 Plan is qualified in its entirety by reference to the text of the Restated 2021 Plan filed as Exhibit 10.1 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2023 Annual Meeting, the shareholders were asked to vote on five Company 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:

NomineesShares ForShares AgainstShares AbstainingBroker Non-Votes
Susan L. Bostrom138,677,87227,860,622670,31515,116,234
Teresa Briggs162,187,8444,722,013298,95215,116,234
Jonathan C. Chadwick120,025,22346,902,192281,39415,116,234
Paul E. Chamberlain164,145,0992,785,850277,86015,116,234
Lawrence J. Jackson, Jr.165,761,8471,167,371279,59115,116,234
Frederic B. Luddy165,618,2241,330,842259,74315,116,234
William R. McDermott153,372,48513,021,357814,96715,116,234
Jeffrey A. Miller145,193,32821,367,997647,48415,116,234
Joseph "Larry" Quinlan166,181,465719,852307,49215,116,234
Anita M. Sands164,274,3852,635,791298,63315,116,234


2.The shareholders voted, by a non-binding, advisory vote, against the 2022 compensation of the Company’s named executive officers. The voting results are as follows:

Shares ForShares AgainstShares AbstainingBroker Non-Votes
68,068,50197,764,8191,375,48915,116,234


3.The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results are as follows:

Shares ForShares AgainstShares Abstaining
180,640,6451,546,163138,235


4.The shareholders approved the Restated 2021 Plan to increase the number of shares reserved for issuance. The voting results are as follows:

Shares ForShares AgainstShares AbstainingBroker Non-Votes
158,916,6367,193,5581,098,61515,116,234





5.The shareholders elected Deborah Black as a director to serve until the next annual shareholders meeting and until her successor has been duly elected and qualified or her earlier death, resignation or removal. The voting results are as follows:

Shares ForShares AgainstShares AbstainingBroker Non-Votes
164,304,533566,9182,337,35815,116,234


Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.
104Cover 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: June 2, 2023


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/23
Filed on:6/2/23144
For Period end:6/1/23144,  4
2/28/234
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/25/24  ServiceNow, Inc.                  10-K       12/31/23  104:11M
 7/18/23  ServiceNow, Inc.                  S-8         7/18/23    6:223K                                   Toppan Merrill/FA
 6/09/23  ServiceNow, Inc.                  S-8         6/09/23    4:154K
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