8-K 1 a8-k2019annualmeetingresul.htm 8-K Document


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): June 12, 2019
____________

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)
 
(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):
c
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
c
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
c
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
c
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(s)
 
Name of each exchange on which registered
Common stock, par value $0.001 per share
 
NOW
 
New York Stock Exchange, Inc.

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.

On June 12, 2019, ServiceNow, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below:

1.
Election of three Class I directors, Teresa Briggs, Paul E. Chamberlain and Tamar O. Yehoshua, each to serve a three-year term, which will expire at the 2022 Annual Meeting of Shareholders, 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
Teresa Briggs
 
155,558,742
 
2,448,021
 
1,006,333
14,152,667
Paul E. Chamberlain
 
155,354,219
 
2,650,355
 
1,008,522
14,152,667
Tamar O. Yehoshua
 
155,543,955
 
2,461,904
 
1,007,237
14,152,667
            
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
135,050,163
 
19,066,951
 
4,895,982
 
14,152,667

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 Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2019.

3.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
Shares For
 
Shares Against
 
Shares Abstaining
170,626,158
 
1,437,384
 
1,102,221

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, 2019 was duly ratified.










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: June 14, 2019