Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
As described in Item 5.07 below, on June 7, 2021, at the 2021 annual meeting of shareholders (the “Annual Meeting”) of ServiceNow, Inc. (the “Company”), the Company’s shareholders approved the ServiceNow, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the ServiceNow, Inc. Amended and Restated 2012 Employee Stock Purchase Plan (the “Restated ESPP”). The 2021 Plan replaces the 2012 Equity Incentive Plan. The Restated ESPP extends the term of the 2012 Employee Stock Purchase Plan, removes the automatic increase (“evergreen”) provision and makes certain clarifying revisions. The 2021 Plan and the Restated ESPP had been previously approved, subject to shareholder approval, by the Board of Directors (the “Board”) of the Company.
A summary of the 2021 Plan and the Restated ESPP is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2021. That summary and the foregoing description of the 2021 Plan and the Restated ESPP do not purport to be complete and are qualified in their entirety by reference to the full text of the 2021 Plan and the Restated ESPP, which are filed to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved an amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation, as amended (the “Charter”), to provide that special meetings of shareholders may be called only in accordance with the Company’s restated bylaws (the “Bylaws”). The Certificate of Amendment was previously approved by the Board, subject to approval by the Company’s shareholders, and became effective upon its filing with the Secretary of State of the State of Delaware on June 7, 2021.
Additionally, the Board previously approved a restatement of the Bylaws, which became effective upon the effectiveness of the Certificate of Amendment. The Bylaws consist of changes to allow shareholders of record holding at least 15% of our outstanding common stock for at least one year to call a special meeting of shareholders under certain circumstances.
Copies of the Charter as amended by the Certificate of Amendment (“Amended Charter”) and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing descriptions of the Amended Charter and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Charter and the Bylaws.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2021, the Company held the Annual Meeting. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below:
1.Election of five directors, Susan L. Bostrom, Jonathan C. Chadwick, Lawrence J. Jackson, Jr., Frederic B. Luddy and Jeffrey A. Miller, each to serve a one-year term, which will expire at the next annual meeting of shareholders, or until such time as his or her respective successors have been duly elected and qualified or his or her respective death, resignation or removal:
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Nominees
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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Susan L. Bostrom
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154,509,631
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3,406,704
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384,642
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14,082,491
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Jonathan C. Chadwick
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156,993,695
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921,100
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386,182
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14,082,491
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Lawrence J. Jackson, Jr.
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157,382,577
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530,921
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387,479
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14,082,491
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Frederic B. Luddy
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154,838,735
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3,100,921
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361,321
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14,082,491
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Jeffrey A. Miller
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152,999,623
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4,913,928
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387,426
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14,082,491
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Based on the votes set forth above, each of the director nominees was duly elected.
2.Non-binding, advisory vote on a resolution to approve the compensation of the Company’s named executive officers:
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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136,993,191
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14,700,994
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6,606,792
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14,082,491
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Based on the votes set forth above, the shareholders advised that they were in favor of the Company’s named executive officer compensation set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2021.
3.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
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Shares For
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Shares Against
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Shares Abstaining
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171,042,777
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999,082
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341,609
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Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was duly ratified.
4.Amendment to the Company's Restated Certificate of Incorporation, as amended, to provide shareholders with the right to call a special meeting:
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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157,959,638
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55,890
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285,449
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14,082,491
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Based on the votes set forth above, the amendment to the Company's Restated Certificate of Incorporation, as amended, to provide shareholders with the right to call a special meeting was approved.
5.Approval of the ServiceNow, Inc. 2021 Equity Incentive Plan to replace the 2012 Equity Incentive Plan:
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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144,756,944
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12,300,271
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1,243,762
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14,082,491
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Based on the votes set forth above, the ServiceNow, Inc. 2021 Equity Incentive Plan was approved.
6.Approval of the ServiceNow, Inc. Amended and Restated 2012 Employee Stock Purchase Plan:
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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156,769,440
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297,695
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1,233,842
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14,082,491
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Based on the votes set forth above, the ServiceNow, Inc. Amended and Restated 2012 Employee Stock Purchase Plan was approved.