ServiceNow shareholders approve charter amendments, elect directors at 2025 annual meeting

ServiceNow, Inc.

Directors elected with majority support; highest against votes were Anita M. Sands (21.1M against) and William R. McDermott (11.4M against).
Say-on-pay approved (146.6M for, 18.4M against).
Charter amendments approved: officer exculpation (143.0M for) and eliminate supermajority (164.3M for).
Shareholder proposals on nomination defects and special meeting right both defeated (over 160M against each).
PricewaterhouseCoopers ratified as auditor for FY2025 (179.0M for, 4.1M against).

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.: Shareholders approved amendments to the Certificate of Incorporation to add officer exculpation, eliminate supermajority voting, and make immaterial updates (effective 2025-05-23).

Change: charter amendment
Effective: 2025-05-23

Exact text from the filing

At the 2025 annual meeting of shareholders on May 22, 2025 (the “Annual Meeting”), the shareholders of ServiceNow, Inc. (the “Company”) approved amendments to the Company’s Certificate of Incorporation (i) reflecting Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law, (ii) eliminating supermajority voting provisions in the Certificate of Incorporation and (iii) reflecting certain immaterial changes to streamline and update the Certificate of Incorporation. Such amendments, described in more detail in the Company’s definitive proxy statement filed on April 4, 2025, became effective May 23, 2025.

View on SEC.gov

Browse all governance changes →

ServiceNow, Inc. filing history →

Source: SEC EDGAR

accession 0001373715-25-000208

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.