8-KShareholder Matters

ServiceNow, Inc. 8-K Report, Shareholder Vote Results (Jun 16, 2015)

Filed June 16, 2015For Securities:NOW

Summary

This 8-K filing by ServiceNow, Inc. reports on the outcomes of its 2015 Annual Meeting of Stockholders held on June 10, 2015. The meeting confirmed the election of three Class III directors: Douglas M. Leone, Frederic B. Luddy, and Jeffrey A. Miller, for a three-year term. Additionally, shareholders provided advisory approval for the company's executive compensation plan and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015. The results indicate strong shareholder support for the nominated directors and the company's auditor, which are positive signs of confidence in the company's governance and financial oversight. The advisory vote on executive compensation also passed, suggesting general agreement with the compensation policies in place. A substantial portion of outstanding shares were represented, confirming a quorum and the validity of the votes cast.

Key Highlights

  • 1Election of Class III directors Douglas M. Leone, Frederic B. Luddy, and Jeffrey A. Miller was approved for a three-year term.
  • 2Advisory resolution to approve executive compensation received a favorable vote from shareholders.
  • 3PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2015.
  • 4A quorum was present at the Annual Meeting, with 133,432,164 shares represented.
  • 5Director nominees received a high percentage of 'For' votes, indicating strong board support.
  • 6The ratification of the auditor suggests confidence in the company's financial reporting and audit processes.

Frequently Asked Questions

The key outcomes were the election of three Class III directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2015. All proposals received significant shareholder support.

The director nominees received overwhelming support, with vote counts for each nominee well over 100 million 'For' votes and significantly fewer 'Against' or 'Withheld' votes. For example, Douglas M. Leone received 119,450,753 'For' votes.

The advisory resolution to approve executive compensation was passed by shareholders, indicating that the majority of votes were in favor. While there were some 'Against' and 'Abstaining' votes, the overall result was positive.

PricewaterhouseCoopers LLP has been ratified by the shareholders to serve as ServiceNow's independent registered public accounting firm for the fiscal year ending December 31, 2015.