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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 class Trading Symbol Name of each exchange on which registered
Common stock, par value $0.001 per share NOW The 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:

Nominees Shares For Shares Against Shares Abstaining Broker Non-Votes
Deborah Black 165,376,402 2,518,509 123,128 16,044,719
Susan L. Bostrom 155,226,991 12,657,230 133,818 16,044,719
Teresa Briggs 162,524,105 5,366,753 127,181 16,044,719
Jonathan C. Chadwick 161,912,317 5,975,843 129,879 16,044,719
Paul E. Chamberlain 165,750,974 2,135,375 131,690 16,044,719
Lawrence J. Jackson, Jr. 164,926,253 2,961,638 130,148 16,044,719
Frederic B. Luddy 165,550,596 2,373,000 94,443 16,044,719
William R. McDermott 156,168,799 11,135,077 714,163 16,044,719
Jeffrey A. Miller 161,045,254 6,839,603 133,182 16,044,719
Joseph "Larry" Quinlan 167,640,199 220,831 157,009 16,044,719
Anita M. Sands 155,759,262 12,127,477 131,300 16,044,719


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 For Shares Against Shares Abstaining Broker Non-Votes
147,796,120 19,291,265 930,654 16,044,719


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 For Shares Against Shares Abstaining
180,332,998 3,548,395 181,365


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

Shares For Shares Against Shares Abstaining Broker Non-Votes
160,470,695 5,987,812 995,428 16,044,719






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