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 OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of ServiceNow, Inc. (the “Company”) on June 19, 2018, the Company's stockholders approved an amendment to the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) to provide that the total combined value of cash paid and equity awards granted to a non-employee director in any calendar year cannot exceed $750,000 in the aggregate. A summary of the amended 2012 Plan was included as part of Proposal No. 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2018 (the “Proxy Statement”). Such summary is qualified by and subject to the full text of the amended 2012 Plan, which was filed as Appendix A to the Proxy Statement and is incorporated by reference herein in its entirety.
Item 5.02Submission of Matters to a Vote of Security Holders.
On June 19, 2018, the Company held its 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 four Class III directors, Susan L. Bostrom, Jonathan C. Chadwick, Frederic B. Luddy and Jeffrey A. Miller, each to serve a three-year term, which will expire at the 2021 Annual Meeting of Stockholders, or until such time as their respective successors have been duly elected and qualified or their respective death, resignation or removal: |
|
Nominees |
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|
Susan L. Bostrom |
149,137,240 |
4,703,245 |
175,676 |
11,470,265 |
|
Jonathan C. Chadwick |
152,870,764 |
967,042 |
178,355 |
11,470,265 |
|
Frederic B. Luddy |
150,034,614 |
3,866,647 |
114,900 |
11,470,265 |
|
Jeffrey A. Miller |
151,104,304 |
2,744,180 |
167,677 |
11,470,265 |
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: |
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|
91,420,120 |
60,751,426 |
1,844,615 |
11,470,265 |
Based on the votes set forth above, the stockholders advised that they were in favor of the Company's named executive officer compensation set forth in the Proxy Statement.
|
3. |
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018: |
|
Shares For |
SharesAgainst |
Shares Abstaining |
|
164,963,122 |
153,494 |
369,810 |
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 December31, 2018 was duly ratified.
|
4. |
Approval of amendment to the 2012 Plan to include a limit on non-employee director compensation: |
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|
120,609,652 |
31,611,452 |
1,795,057 |
11,470,265 |
Based on the votes set forth above, the amendment to the 2012 Plan to include a limit on non-employee director compensation was approved.
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.
