ServiceNow Files May 2024 Proxy Materials

TL;DR

ServiceNow dropped its May 2024 proxy statement - shareholders get to vote!

AI Summary

ServiceNow, Inc. filed a Definitive Additional Materials proxy statement on May 10, 2024, related to its May 2024 outreach. The filing is a DEFA14A, indicating it's a proxy statement under Section 14(a) of the Securities Exchange Act of 1934. The company is headquartered in Santa Clara, CA, with a business phone number of 408-501-8550.

Why It Matters

This filing provides shareholders with important information regarding the company's upcoming meeting and voting matters, allowing them to participate in corporate governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• ServiceNow, Inc. (company) — Registrant
• 20240510 (date) — Filing Date
• 20240509 (date) — Date as of Change
• 408-501-8550 (phone_number) — Business Phone
• Santa Clara, CA (location) — Business Address City/State

FAQ

Key Financial Figures

• $100B — with a market capitalization exceeding $100B. 2 © 2024 ServiceNow, Inc. All R
• $112B — rs and the market on shareholder return $112B increase in market capitalization(1) ov

Filing Documents

• defa14amay2024outreacha.htm (DEFA14A) — 27KB
• nowmay2024outreachdeck001.jpg (GRAPHIC) — 40KB
• nowmay2024outreachdeck002.jpg (GRAPHIC) — 150KB
• nowmay2024outreachdeck003.jpg (GRAPHIC) — 109KB
• nowmay2024outreachdeck004.jpg (GRAPHIC) — 93KB
• nowmay2024outreachdeck005.jpg (GRAPHIC) — 143KB
• nowmay2024outreachdeck006.jpg (GRAPHIC) — 160KB
• nowmay2024outreachdeck007.jpg (GRAPHIC) — 177KB
• nowmay2024outreachdeck008.jpg (GRAPHIC) — 172KB
• nowmay2024outreachdeck009.jpg (GRAPHIC) — 20KB
• nowmay2024outreachdeck010.jpg (GRAPHIC) — 89KB
• nowmay2024outreachdeck011.jpg (GRAPHIC) — 153KB
• nowmay2024outreachdeck012.jpg (GRAPHIC) — 236KB
• 0001373715-24-000191.txt ( ) — 2151KB

From the Filing

DEFA14A May 2024 outreach UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 SERVICENOW, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required. Fee paid previously with preliminary materials. Fee computed previously on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11. Investor Outreach for May 23, 2024 Annual Shareholders Meeting SERVICEN W® © 2024 ServiceNow, Inc. All Rights Reserved. Executive Summary Our Strong Performance Continues to Deliver Outstanding Shareholder Returns Unique business with one of the highest growth rates of any large-cap software company(1) and shareholder returns meaningfully above peers and the broader market (slide 3) Executive Compensation Enhancements Informed by Shareholder Feedback Focused on refining our executive compensation program by making structural changes (slides 5 - 6), including: Eliminating overlapping metrics between annual and long-term incentive plans Extending PRSU performance measurement period from one to three years Responsive changes and other modifications previewed with shareholders and reflect shareholder input Board Committees and Leadership Refresh We refreshed and rotated our Board Committee assignments since our 2023 Annual Meeting and appointed new Chairs of Leadership Development & Compensation Committee and Nominating & Governance Committee (slide 7) The Board has also appointed a new Lead Independent Director, effective as of the upcoming Annual Meeting (1) Based on sales growth; large-cap includes publicly-traded companies with a market capitalization exceeding $100B. 2 © 2024 ServiceNow, Inc. All Rights Reserved. 3 Delivering Continued Superior Shareholder Value Note: Numbers are rounded for presentation purposes. (1) Source: S&P Capital IQ, based on closing price on December 31, 2023, for period beginning December 31, 2018. Includes 2023 Proxy Peers companies that were publicly traded as of December 31, 2023. Long-Term Total Shareholder Return (TSR)(1) – Five Years We continue to outperform our peers and the market on shareholder return $112B increase in market capitalization(1) over the last five years We expect future growth to be driven by our embrace of generative AI capabilities throughout the Now Platform and our workflows NOW S&P500 2023 Proxy Peers Nov. 18, 2019 Bill McDermott Appointed CEO 107% S&P 500 97% 2023 Proxy Peers 12/31/202312/31/2018 297% 12/31/2020 12/31/2021 12/31/202212/31/2019 © 2024 ServiceNow, Inc. All Rights Reserved. 4 Note: Data is as of December 31, 2023. *Employee engagement is measured by the % favorable response to 5 questions on our employee voice survey, which are focused on employee motivation, pride, recommendation, and present and future commitment to the company. **Voluntary turnover benchmarked against the following peer companies: Adobe, Microsoft, Oracle, Palo Alto Network, Pegasystems, Salesforce, SAP, Snowflake, Splunk VMware, and Workday. We had 1M+ Job applicants, a record for ServiceNow We hired 3,803 New employees, with no layoffs We had 81% Engagement* on our Employee Voice Survey Human Capital is a Strategic Advantage We trained 9,100+ Individuals on the NOW Platform We had voluntary turnover of 5.4% Versus industry benchmark of 9%** © 2024 ServiceNow, Inc. All Rights Reserved. Executive Compensation Responsive Actions The Compensation Committee implemented changes responsive to shareholder feedback Following our 2023 Annual Meeting, the Compensation Committee undertook a robust process to address shareholder feedback regarding our executive compensation program. We contacted 63% of our outstanding shares and engaged with 51%, with director participation in approximately half of these meetings. What We Heard What We Did Eliminate overlapping metrics in the annual cash incentive plan and performance-based RSUs ("PRSUs") Eliminated overlapping metrics; NNACV metric in 2024 annual cash incentive plan only, previously in both annual cash incentive plan and PRSUs Lengthen performance period for PRSUs Lengthened PRSU performance period to three years from one year, following a one-year transition period Extend vesting period for PRSUs Extended PRSU vesting period to three-year cliff vesting from three-year ratable vesting, following a one-year transition period Refer to slide A-1 in the appendix, and to page 54 of the 20