01—Abstract
Summary
Summary of the 8-K filed May 23, 2024. Cited figures are marked; the original filing is the authoritative source.
ServiceNow, Inc. filed this Form 8-K under Item 5.07 to report the results of four proposals voted on at its 2024 Annual Meeting of shareholders.
The filing lists votes for eleven director nominees, who were elected to serve until the next annual meeting and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Each nominee received substantially more votes for than against, with Susan L. Bostrom, William R.
McDermott and Anita M. Sands drawing the largest against counts among the nominees. Shareholders also approved, on a non-binding advisory basis, the 2023 compensation of the Company's named executive officers, with 147,796,120 shares voted for and 19,291,265 against.
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, with 180,332,998 shares for and 3,548,395 against. Shareholders also voted in favor of a shareholder proposal regarding a simple majority vote, with 160,470,695 shares for and 5,987,812 against. For investors, the filing reports the outcome of routine governance matters and one shareholder proposal, with no new financial results, guidance or transactions disclosed.
02—Key points
Key Highlights
- Eleven director nominees were up for election, including William R. McDermott, Susan L. Bostrom and Anita M. Sands, each of whom were elected to serve until the next annual shareholders meeting.
- Director Joseph Quinlan received the strongest support of the nominees, with 167,640,199 shares for and 220,831 against.
- Susan L. Bostrom received 155,226,991 shares for and 12,657,230 against, while Anita M. Sands received 155,759,262 for and 12,127,477 against.
- Shareholders approved the 2023 compensation of named executive officers on a non-binding advisory basis, with 147,796,120 shares for and 19,291,265 against.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2024, with 180,332,998 shares for and 3,548,395 against.
- A shareholder proposal regarding a simple majority vote was approved, with 160,470,695 shares for and 5,987,812 against, and 995,428 shares abstaining.
- The filing reports broker non-votes of 16,044,719 shares on the director election, say-on-pay and simple majority vote proposals.
03—Questions
Frequently Asked Questions
Who was elected to the board of directors at the 2024 Annual Meeting?
Shareholders elected Deborah Black, Susan L. Bostrom, Teresa Briggs, Jonathan C. Chadwick, Paul E. Chamberlain, Lawrence J. Jackson, Jr., Frederic B. Luddy, William R. McDermott, Jeffrey A. Miller, Joseph Quinlan and Anita M. Sands as directors. Each will serve until the next annual shareholders meeting and until a successor is duly elected and qualified, or until an earlier death, resignation or removal.
How did shareholders vote on executive compensation?
Shareholders voted, on a non-binding advisory basis, to approve the 2023 compensation of the Company's named executive officers. The results were 147,796,120 shares for, 19,291,265 against, 930,654 abstaining and 16,044,719 broker non-votes.
Which independent auditor did shareholders ratify?
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The results were 180,332,998 shares for, 3,548,395 against and 181,365 abstaining.
What shareholder proposal was approved?
Shareholders voted in favor of a shareholder proposal regarding a simple majority vote. The results were 160,470,695 shares for, 5,987,812 against, 995,428 abstaining and 16,044,719 broker non-votes.
04—Continue