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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
___________

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

___________
Delaware
001-35580
20-2056195
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2225 Lawson Lane
Santa Clara, California 95054
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.001 per shareNOWThe 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 ☐

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:

NomineesShares ForShares AgainstShares AbstainingBroker Non-Votes
Deborah Black165,376,4022,518,509123,12816,044,719
Susan L. Bostrom155,226,99112,657,230133,81816,044,719
Teresa Briggs162,524,1055,366,753127,18116,044,719
Jonathan C. Chadwick161,912,3175,975,843129,87916,044,719
Paul E. Chamberlain165,750,9742,135,375131,69016,044,719
Lawrence J. Jackson, Jr.164,926,2532,961,638130,14816,044,719
Frederic B. Luddy165,550,5962,373,00094,44316,044,719
William R. McDermott156,168,79911,135,077714,16316,044,719
Jeffrey A. Miller161,045,2546,839,603133,18216,044,719
Joseph "Larry" Quinlan167,640,199220,831157,00916,044,719
Anita M. Sands155,759,26212,127,477131,30016,044,719


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 ForShares AgainstShares AbstainingBroker Non-Votes
147,796,12019,291,265930,65416,044,719


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 ForShares AgainstShares Abstaining
180,332,9983,548,395181,365


4.The shareholders voted in favor of the shareholder proposal regarding simple majority vote. The voting results are as follows:

Shares ForShares AgainstShares AbstainingBroker Non-Votes
160,470,6955,987,812995,42816,044,719






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

v3.24.1.1.u2
Cover
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name SERVICENOW, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35580
Entity Tax Identification Number 20-2056195
Entity Address, Address Line One 2225 Lawson Lane
Entity Address, City or Town Santa Clara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95054
City Area Code 408
Local Phone Number 501-8550
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol NOW
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001373715
Amendment Flag false
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