--- schema_version: "secwatch.filing_event.v1" accession: "0001373715-23-000282" form_type: "8-K" ticker: "NOW" cik: "0001373715" company_name: "ServiceNow, Inc." filed_at: "2023-06-02T23:59:59+00:00" generated_at: "2026-06-14T08:04:54.104923+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # ServiceNow shareholders reject say-on-pay, approve equity plan increase at 2023 annual meeting ## Summary - Non-binding advisory vote on 2022 executive compensation failed: 97.8M against, 68.1M for. - Amendment to 2021 Equity Incentive Plan approved, adding 10.1M shares to reserve. - All director nominees elected, including new director Deborah Black. - PricewaterhouseCoopers ratified as auditor with 180.6M votes for. - Broker non-votes of 15.1M shares present on several proposals. ## SEC filing metadata - accession: 0001373715-23-000282 - form_type: 8-K - ticker: NOW - cik: 0001373715 - company_name: ServiceNow, Inc. - filed_at: 2023-06-02T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/0001373715-23-000282-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/now-20230601.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001373715-23-000282 - JSON: https://secwatch.observer/filing/0001373715-23-000282.json - Plain text: https://secwatch.observer/filing/0001373715-23-000282.txt ## Key facts - Shareholder Votes ServiceNow, Inc. shareholders approved Approval of the Restated 2021 Plan to increase the number of shares reserved for issuance. - Proposal: equity plan - Outcome: passed source text: 4. The shareholders approved the Restated 2021 Plan to increase the number of shares reserved for issuance. The voting results are as follows: Shares For Shares Against Shares Abstaining Broker Non-Votes 158,916,636 7,193,558 1,098,615 15,116,234 evidence_url: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/0001373715-23-000282-index.htm - Shareholder Votes ServiceNow, Inc. shareholders approved Election of Deborah Black as a director. - Proposal: director election - Outcome: passed source text: 5. The shareholders elected Deborah Black as a director to serve until the next annual shareholders meeting and until her successor has been duly elected and qualified or her earlier death, resignation or removal. The voting results are as follows: Shares For Shares Against Shares Abstaining Broker Non-Votes 164,304,533 566,918 2,337,358 15,116,234 evidence_url: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/0001373715-23-000282-index.htm - Shareholder Votes ServiceNow, Inc. shareholders rejected Advisory vote on the compensation of the Company's named executive officers. - Proposal: say on pay - Outcome: failed source text: 2. The shareholders voted, by a non-binding, advisory vote, against the 2022 compensation of the Company’s named executive officers. The voting results are as follows: Shares For Shares Against Shares Abstaining Broker Non-Votes 68,068,501 97,764,819 1,375,489 15,116,234 evidence_url: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/0001373715-23-000282-index.htm - Shareholder Votes ServiceNow, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: 3. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results are as follows: Shares For Shares Against Shares Abstaining 180,640,645 1,546,163 138,235 evidence_url: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/0001373715-23-000282-index.htm - Shareholder Votes ServiceNow, Inc. shareholders approved Election of the individuals listed below as directors. - Proposal: director election - Outcome: passed source text: 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 Susan L. Bostrom 138,677,872 27,860,622 670,315 15,116,234 Teresa Briggs 162,187,844 4,722,013 298,952 15,116,234 Jonathan C. Chadwick 120,025,223 46,902,192 281,394 15,116,234 Paul E. Chamberlain 164,145,099 2,785,850 277,860 15,116,234 Lawrence J. Jackson, Jr. 165,761,847 1,167,371 279,591 15,116,234 Frederic B. Luddy 165,618,224 1,330,842 259,743 15,116,234 William R. McDermott 153,372,485 13,021,357 814,967 15,116,234 Jeffrey A. Miller 145,193,328 21,367,997 647,484 15,116,234 Joseph "Larry" Quinlan 166,181,465 719,852 307,492 15,116,234 Anita M. Sands 164,274,385 2,635,791 298,633 15,116,234 evidence_url: https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/0001373715-23-000282-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.