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(Address of principal executive offices and Zip Code)
(i408)
i501-8550
(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 class
Trading Symbol
Name of each exchange on which registered
iCommon
stock, par value $0.001 per share
iNOW
iThe 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:
Nominees
Shares
For
Shares Against
Shares Abstaining
Broker Non-Votes
Susan L. Bostrom
138,677,872
27,860,622
670,315
15,116,234
Teresa Briggs
162,187,844
4,722,013
298,952
15,116,234
Jonathan C. Chadwick
120,025,223
46,902,192
281,394
15,116,234
Paul
E. Chamberlain
164,145,099
2,785,850
277,860
15,116,234
Lawrence J. Jackson, Jr.
165,761,847
1,167,371
279,591
15,116,234
Frederic B. Luddy
165,618,224
1,330,842
259,743
15,116,234
William
R. McDermott
153,372,485
13,021,357
814,967
15,116,234
Jeffrey A. Miller
145,193,328
21,367,997
647,484
15,116,234
Joseph "Larry" Quinlan
166,181,465
719,852
307,492
15,116,234
Anita
M. Sands
164,274,385
2,635,791
298,633
15,116,234
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
For
Shares Against
Shares Abstaining
Broker Non-Votes
68,068,501
97,764,819
1,375,489
15,116,234
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
For
Shares Against
Shares Abstaining
180,640,645
1,546,163
138,235
4.The shareholders approved the Restated 2021 Plan to increase the number of shares reserved for issuance. The voting results are as follows:
Shares
For
Shares Against
Shares Abstaining
Broker Non-Votes
158,916,636
7,193,558
1,098,615
15,116,234
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:
Cover
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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.