What is the most impactful change resulting from this filing?

The most significant change for investors is the shareholder approval to declassify the Board of Directors. This means that starting from the 2021 annual meeting, all directors will be elected annually, which is generally viewed as a move towards improved corporate governance and accountability.

What was the outcome of the vote on executive compensation?

Shareholders held a non-binding, advisory vote on the compensation of the company's named executive officers. The results showed that a majority of votes were cast in favor, indicating shareholder support for the compensation as outlined in the proxy statement.

Has the company's auditor been approved for the upcoming fiscal year?

Yes, shareholders ratified the appointment of PricewaterhouseCoopers LLP as ServiceNow's independent registered public accounting firm for the fiscal year ending December 31, 2020. This is a routine but important procedural approval.

What is the frequency of future executive compensation votes?

Following an advisory vote from shareholders, ServiceNow has determined that it will hold future advisory votes on the compensation of its named executive officers every year, until the next shareholder advisory vote on the frequency of such votes.

NOW 8-K: Shareholder Matters & Corporate Changes

Summary

ServiceNow, Inc. (NOW) filed an 8-K on June 19, 2020, detailing key outcomes from its Annual Meeting of Shareholders held on June 17, 2020. The most significant development for investors is the shareholder approval to declassify the Board of Directors over a three-year period, commencing at the 2021 annual meeting. This move is a significant governance change, moving towards a more traditional board structure where all directors are elected annually. Additionally, the filing confirms the election of three Class II directors, including CEO William R. McDermott, for three-year terms. Shareholders also provided advisory approval for the compensation of named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2020. The company will continue to hold advisory votes on executive compensation annually.

Key Highlights

1Shareholders approved an amendment to declassify the Board of Directors over three years, beginning at the 2021 annual meeting.
2Three Class II directors, including CEO William R. McDermott, were elected for three-year terms.
3Shareholders provided a non-binding advisory vote in favor of the compensation of named executive officers.
4The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2020 was ratified.
5An advisory vote indicated shareholders prefer annual votes on executive compensation, which the company has agreed to.
6The company's restated certificate of incorporation and bylaws were updated to reflect the declassification of the board.

ServiceNow, Inc. 8-K Report, Bylaw Amendment (Jun 19, 2020)

Summary

Key Highlights

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