8-K
filed May 22, 2026, 4:41 PM ET
ticker NOW
CIK 0001373715
other
confidence high
sentiment neutral
materiality 0.50
ServiceNow shareholders approve 38M share increase to 2021 equity incentive plan
ServiceNow, Inc.
- Total share reserve under Amended 2021 Plan increased to 98,181,895 shares after shareholder approval.
- Shareholders voted 736.4M for, 30.6M against, plus 108.0M broker non-votes on plan amendment.
- All nine director nominees elected with majority support; say-on-pay passed with 654.7M for vs 110.9M against.
- Non-binding advisory vote favored annual say-on-pay frequency; company will hold annual votes.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
ServiceNow, Inc. shareholders rejected Shareholder proposal regarding shareholder right to act by written consent at the 2026-05-22 meeting.
- Outcome
- failed
- Meeting
- 2026-05-22
Exact text from the filing
6. The shareholders voted against the shareholder proposal regarding shareholder right to act by written consent. The voting results are as follows: Shares For Shares Against Shares Abstaining Broker Non-Votes 280,696,983 486,029,473 1,976,367 108,027,421
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
ServiceNow, Inc. shareholders approved Advisory vote to approve 2025 compensation of named executive officers at the 2026-05-22 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-22
Exact text from the filing
2. The shareholders voted, by a non-binding, advisory vote, to approve the 2025 compensation of the Company’s named executive officers. The voting results are as follows: Shares For Shares Against Shares Abstaining Broker Non-Votes 654,688,799 110,903,457 3,110,567 108,027,421
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
ServiceNow, Inc. shareholders approved Election of directors at the 2026-05-22 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-22
Exact text from the filing
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 725,285,101 42,285,743 1,131,979 108,027,421 Teresa Briggs 749,448,614 18,101,869 1,152,340 108,027,421 Paul E. Chamberlain 758,152,187 9,381,133 1,169,503 108,027,421 Lawrence J. Jackson, Jr. 745,260,735 21,744,445 1,697,643 108,027,421 Frederic B. Luddy 750,265,107 17,269,810 1,167,906 108,027,421 William R. McDermott 689,481,259 77,993,257 1,228,307 108,027,421 Joseph “Larry” Quinlan 737,145,857 30,478,531 1,078,435 108,027,421 Anita M. Sands 675,200,006 92,227,355 1,275,462 108,027,421 Eric S. Yuan 593,805,007 173,762,939 1,134,877 108,027,421
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
ServiceNow, Inc. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2026-05-22 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-22
Exact text from the filing
4. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results are as follows: Shares For Shares Against Shares Abstaining 862,140,873 13,985,842 603,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
ServiceNow, Inc. shareholders approved Approval of amendments to Amended and Restated 2021 Equity Incentive Plan to increase shares reserved for issuance at the 2026-05-22 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-22
Exact text from the filing
5. The shareholders voted to approve amendments to the Company’s Amended and Restated 2021 Equity Incentive 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 736,442,496 30,632,622 1,627,705 108,027,421
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
ServiceNow, Inc. shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2026-05-22 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2026-05-22
Exact text from the filing
3. The shareholders voted, by a non-binding, advisory vote, to approve the frequency of future advisory votes on executive compensation. The voting results are as follows: 1 Year 2 Years 3 Years Shares Abstaining Broker Non-Votes 760,882,682 620,165 6,653,290 546,686 108,027,421
View on SEC.gov
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