SERVICENOW, INC. (NYSE:NOW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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SERVICENOW, INC. (NYSE:NOW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02:

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

(b)

On February 24, 2017, Frank Slootman notified ServiceNow, Inc.
(the Company) of his decision to resign from his position as the
Companys President and Chief Executive Officer, effective April3,
2017. Mr.Slootman will continue to serve as Chairman of the
Companys Board of Directors (the Board).

(c)

On February22, 2017, based upon the recommendation of the
Leadership Development and Compensation Committee of the Board,
the Board approved and appointed John J. Donahoe, age 56, as the
Companys President and Chief Executive Officer and expects to
appoint Mr.Donahoe as a member of the Board, each effective as of
April3, 2017. From 2008 through 2015, Mr.Donahoeserved as
President and Chief Executive Officer of eBay, Inc. (eBay),
provider of the global eBay.com online marketplace and PayPal
digital payments platform. Mr.Donahoejoined eBay in 2005 as
President of eBay Marketplaces, responsible for eBays global
e-Commerce businesses, and was appointed President and Chief
Executive Officer in 2008. He has also served on eBays Board of
Directors since 2008. Prior to joining eBay, Mr.Donahoewas the
Worldwide Managing Director of Bain Company from 1999 to 2005,
and a Partner from 1992 to 1999. Mr.Donahoealso serves on the
Board of Directors of Intel Corporation, Nike, Inc., and PayPal
Holdings, Inc. Mr.Donahoe received his B.A. in Economics from
Dartmouth College and an M.B.A. from the Stanford Graduate School
of Business.

Mr.Donahoe is not a party to any transaction required to be
disclosed to Item404(a) of Regulation S-K.

In connection with his appointment, Mr.Donahoe and the Company
entered into an Employment Agreement dated February22, 2017 (the
Employment Agreement). to the Employment Agreement, Mr.Donahoe
will receive an initial annual base salary of $625,000. In
addition, Mr.Donahoe will be eligible for an annual
performance-based cash bonus, with a target amount equal to 50%
of his base salary based on performance measures set and being
satisfied, as determined by the Compensation Committee of the
Board.

to the Employment Agreement, Mr.Donahoe will be granted the
following equity awards under the Companys 2012 Equity Incentive
Plan in connection with his employment with the Company:

a restricted stock unit award to acquire such number of
shares of the Companys common stock equal to $15,000,000
divided by the average daily closing price of the Companys
common stock for the 30 business days ending on the day
immediately prior to the date of grant (the RSU) that will
vest and settle as to 20% of the RSU in February 2018, with
the remaining RSU to vest in equal quarterly installments
over the subsequent 16 quarters, subject to Mr.Donahoes
continued employment as CEO of the Company.
contingent upon Mr.Donahoes purchase of $1,000,000 worth of
shares of the Companys common stock on the public market
within 30 days following his Start Date (as defined in the
Employment Agreement), a restricted stock unit award to
acquire such number of shares of the Companys common stock
equal to $1,000,000 divided by the average daily closing
price of the Companys common stock for the 30 business days
ending on the day immediately prior to the date of grant (the
Additional RSU) that will vest in quarterly installments over
eight quarters, subject to Mr.Donahoes continued employment
as CEO of the Company and his continued retention of the
shares he purchased on the open market.

a stock option to purchase such number of shares of the
Companys common stock equal to $15,000,000 divided by
(i)the average daily closing price of the Companys common
stock for the 30 business days ending on the day
immediately prior to the date of grant, multiplied by
(ii)the applicable Black-Scholes ratio as determined by the
Company (the Option), with an exercise price equal to the
closing price of the

Companys common stock on the date of grant. The Option will
vest over five years upon satisfaction of both time-based
and performance-based requirements, as described in the
Employment Agreement, subject to Mr.Donahoes continued
employment as CEO of the Company.

a performance-based restricted stock unit to acquire such
number of shares of the Companys common stock equal to
$9,000,000 divided by the average daily closing price of the
Companys common stock for the 30 business days ending on the
day immediately prior to the date of grant (the PRSU). The
PRSU will have a one-year performance period ending
December31, 2017 and time-vest in equal installments over
four quarters commencing in August 2018, subject to
Mr.Donahoes continued employment with the Company.

If Mr.Donahoes RSU, Additional RSU, Option and/or PRSU are not
assumed in a Change in Control (as defined in the Employment
Agreement), then the vesting of the RSU and the Additional RSU
will accelerate in full, the Option will accelerate in full to
the extent applicable and the PRSU will be treated in the same
manner as the 2017 performance stock units granted to other
senior executives of the Company.

If Mr.Donahoes employment with the Company is terminated without
Cause or through Constructive Termination (each as defined in the
Employment Agreement), whether outside of or in connection with a
Change in Control, then Mr.Donahoe will be entitled to receive
cash severance and equity acceleration, in each case as described
in the Employment Agreement. Receipt of severance benefits is
conditioned on execution by Mr.Donahoe of a release of claims in
favor of the Company.

In connection with his appointment as the Chief Executive
Officer, Mr.Donahoe will execute the Companys standard form of
indemnity agreement for officers.

The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the full text of the
Employment Agreement, which is incorporated in this Item5.02 by
reference as Exhibit 10.1.

(e)

The information set forth above under 5.02(c) is hereby
incorporated by reference into this Item5.02(e).

Item9.01:

Financial Statements and Exhibits.

(d) Exhibits
10.1 Employment Agreement dated February22, 2017 among the Company
and John J. Donahoe.
99.1 Press Release dated February 27, 2017.


About SERVICENOW, INC. (NYSE:NOW)

ServiceNow, Inc. is a provider of cloud-based solutions that define, structure, manage and automate services across the global enterprise. The Company provides cloud-based service management and business management solutions that address the needs of various departments within an enterprise, including information technology (IT), human resources (HR), facilities, field service, marketing, customer service, security, legal and finance. Its service management solutions are built on the Company’s platform that also allows customers to create, by themselves or with its partners, their own service-oriented applications for use in departments across the enterprise. The Company markets its services to enterprises in a range of industries, including financial services, consumer products, IT services, healthcare and technology. It sells solutions primarily through direct sales and through indirect channel sales. The Company also provides a portfolio of professional services to customers.

SERVICENOW, INC. (NYSE:NOW) Recent Trading Information

SERVICENOW, INC. (NYSE:NOW) closed its last trading session down -2.42 at 89.40 with 1,038,173 shares trading hands.