ServiceNow, Inc. files DEF 14A with proxy statement details

Ticker: NOW · Form: DEF 14A · Filed: 2024-04-04T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, ServiceNow, Executive Compensation, Equity Awards, Proxy Statement

TL;DR

<b>ServiceNow, Inc. files DEF 14A detailing executive compensation and equity awards for fiscal years 2020-2023.</b>

AI Summary

ServiceNow, Inc. (NOW) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Filing type is DEF 14A, filed on 2024-04-04. Company fiscal year ends December 31st. Includes data for fiscal years 2020, 2021, 2022, and 2023. Focuses on equity awards and executive compensation details. Company address is 2225 Lawson Lane, Santa Clara, CA 95054.

Why It Matters

For investors and stakeholders tracking ServiceNow, Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and potential impacts on company performance. Shareholders will vote on executive compensation, making this filing a key document for proxy voting decisions.

Risk Assessment

Risk Level: low — ServiceNow, Inc. shows low risk based on this filing. The filing is a standard DEF 14A, which is routine for public companies and does not indicate unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and voting proposals to inform proxy voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did ServiceNow, Inc. file this DEF 14A?

ServiceNow, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ServiceNow, Inc. (NOW).

Where can I read the original DEF 14A filing from ServiceNow, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ServiceNow, Inc..

What are the key takeaways from ServiceNow, Inc.'s DEF 14A?

ServiceNow, Inc. filed this DEF 14A on April 4, 2024. Key takeaways: Filing type is DEF 14A, filed on 2024-04-04.. Company fiscal year ends December 31st.. Includes data for fiscal years 2020, 2021, 2022, and 2023..

Is ServiceNow, Inc. a risky investment based on this filing?

Based on this DEF 14A, ServiceNow, Inc. presents a relatively low-risk profile. The filing is a standard DEF 14A, which is routine for public companies and does not indicate unusual financial or operational distress.

What should investors do after reading ServiceNow, Inc.'s DEF 14A?

Review the executive compensation details and voting proposals to inform proxy voting decisions. The overall sentiment from this filing is neutral.

How does ServiceNow, Inc. compare to its industry peers?

ServiceNow operates in the software industry, specifically focusing on cloud-based workflow automation and IT service management solutions.

Are there regulatory concerns for ServiceNow, Inc.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

Industry Context

ServiceNow operates in the software industry, specifically focusing on cloud-based workflow automation and IT service management solutions.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Review the proposals related to executive compensation and director elections.
  2. Analyze the details of equity awards granted to named executive officers.
  3. Understand the voting recommendations from the company's board of directors.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine annual filing for proxy solicitations and does not represent a change from previous filing types.

Filing Stats: 4,431 words · 18 min read · ~15 pages · Grade level 16.2 · Accepted 2024-04-04 16:18:35

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 84 2023 Summary Compensation Table 84 2023 Grant s of Plan Based Awards 86 2023 Outstanding Equity Awards at Fiscal Year End 87 2023 Option Exercises and Stock Vested Table 90 Pension Benefits 90 Nonqualified Deferred Compensation 90 Potential Payments upon Termination or Change in Control 91 Potential Payments upon Death 91 Equity Compensation Plan Information 92 Chief Executive Officer Pay Ratio 93 Pay Versus Performance 94

Security Ownership o f Certain Beneficial Owners a nd Management

Security Ownership o f Certain Beneficial Owners a nd Management 99 PROPOSAL NO. 3 Ratify the Independent Registered Public Accounting Firm for 2024 101 Report of the Audit Committee 103 PROPOSAL NO. 4 Shareholder Proposal Regarding Simple Majority Vote 104 Annual Meeting General Information 106 Additional Information 111 Appendix A A- 1 2024 Proxy Statement iii Table of Contents This Proxy Statement contains forward-looking statements. All statements contained in this Proxy Statement other than statements of historical or current fact, including statements regarding our environmental, social and governance plans and goals, executive compensation plans, and business strategy and plans are forward-looking. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to management as of the date of this Proxy Statement. Actual results could differ materially from the results expressed or implied by the forward-looking statements we make. Factors that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to, those discussed in the section titled "Risk Factors" in our 2023 Annual Report on Form 10-K. We undertake no obligation, and do not intend, to update the forward-looking statements. The content of the websites, and additional materials found on those websites, referred to in this Proxy Statement are not deemed to be part of, and are not incorporated by reference into, this Proxy Statement. iv Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. We recommend you read this Proxy Statement fully befor

Business

Business Partnerships & Alliances Culture & Awards Recognized as Fortune 500 Company, with 2022 revenue exceeding $7.2 billion Continued momentum toward above $10 billion in subscription revenue in 2024 and above $15 billion in subscription revenue by 2026 Generated over $1 billion in ACV in three workflow businesses - Technology, Customer and Creator Delivered a 29% increase in deals greater than $1 million in Net New ACV ("NNACV") (1) Finished 2023 operating at the Rule of 55+ (2) Launched significant new capabilities with Now Assist generative AI portfolio generating strongest NNACV contribution for any new product family Accelerated Generative AI ("GenAI") for the enterprise with NVIDIA partnership Made the Now Platform and all ServiceNow solutions available on the AWS Marketplace Integrated Now Assist GenAI into Deloitte's next-generation managed services Joined AI Alliance started by IBM and Meta to support responsible open AI technology innovation Announced ServiceNow Disputes Management, built with Visa to transform payment services Expanded AI partnerships with EY, Accenture, KPMG, Cognizant and DXC Increased our employee headcount by 10.9% in 2023 with no layoffs Recognized as one of Fortune's World's Best Workplaces - one of only 25 companies to make this list Ranked #3 on Glassdoor's Best Places to Work US Large Companies 2023, and #1 in enterprise software Named #5 overall on the 2023 American Opportunity Index, and #1 in software category (3) Scored a perfect 100 rating in the Human Rights Campaign's Equality 100 Award for the fourth year in a row: Leaders in LGBTQ+ Workplace Inclusion (1) See "Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation—2023 Annual Cash Incentive" for a definition of NNACV. (2) Rule of 55+ is defined as free cash flow margin plus subscription revenue growth rate for the year ended December 31, 2023. See Appendix A for a reconciliation of GAAP to non-GAAP metrics and other inform

Executive Compensation

Executive Compensation Our executive compensation program is designed to align with our pay-for-performance philosophy, drive achievement of our strategic and financial goals and continue to incentivize value creation for all of our shareholders and other stakeholders. Maintaining a compensation program that motivates and retains a talented and experienced leadership team is critical to ServiceNow's long-term success. 2023 Compensation Highlights For 2023, the annual pay mix for our CEO and other named executive officers ("NEOs") consisted of base salary, annual cash incentive and long-term performance-based and time-based equity awards, with a significant amount of compensation at risk and tied to rigorous financial and operational performance targets. The following shows the percentage of this mix based on total target annual compensation: CEO Other NEOs Numbers rounded for presentation purposes. Based on strong financial, operational and total shareholder return ("TSR") outperformance in 2023, our annual cash incentive for 2023 and PRSU 2023 components paid out above target, consistent with alignment of our executive compensation with shareholder value creation. Annual cash incentives were earned at 118.9% of target for 2023 based on achievement of rigorous 2023 NNACV, subscription revenues and operating margin targets as well as NEO performance relative to their individual goals. PRSUs for 2023 were earned at 108.8% of target based on achievement of rigorous 2023 NNACV and free cash flow margin targets. Given the long-term nature of our executive compensation program, the final tranche of PRSUs is further subject to adjustment based on three-year TSR relative to the S&P 500. See "Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program" for more detail. Compensation Discussion & Analysis Roadmap What to Look For Where to Find it 2023 Named Executive Officers "Compensation Discussion & Analysis" starting on page 53 20

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