ServiceNow adopts bylaw amendments including forum selection and universal proxy updates

ServiceNow, Inc.

New exclusive forum provision designates Delaware Chancery Court for certain stockholder actions, and federal district courts for Securities Act claims.
Notice window for stockholder proposals and director nominations changed to 90–120 days before annual meeting anniversary.
Amendments incorporate SEC universal proxy rules; requires white proxy cards be reserved for Board nominees only.
Removed classified board provisions (board declassified in 2023); eliminated stockholder list inspection requirement per Delaware law.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ServiceNow, Inc.: Amended bylaws to add forum selection provision, adjust stockholder notice window, update director nomination rules, add proxy card color requirement, eliminate stockholder list inspection requirement, and remove classified board provisions (effective 2025-02-11).

Change: bylaw amendment
Effective: 2025-02-11

Exact text from the filing

On February 11, 2025, the Board of Directors of ServiceNow, Inc. ("ServiceNow" or the "Company") adopted amendments to the Company's Restated Bylaws, as amended (the "Amended Bylaws").

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ServiceNow, Inc. filing history →

Source: SEC EDGAR

accession 0001373715-25-000051

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