ServiceNow Files 8-K: Bylaws Amended, Financials Filed

TL;DR

NOW filed an 8-K: bylaws updated, financials out. Check it.

AI Summary

ServiceNow, Inc. filed an 8-K on February 12, 2025, reporting an amendment to its articles of incorporation or bylaws, and also filed financial statements and exhibits. The filing date for the report is February 11, 2025.

Why It Matters

This filing indicates updates to ServiceNow's corporate governance documents and the release of financial information, which could impact investor understanding of the company's structure and performance.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediately adverse information.

Key Players & Entities

• ServiceNow, Inc. (company) — Registrant
• February 11, 2025 (date) — Date of earliest event reported
• February 12, 2025 (date) — Filing date
• 2225 Lawson Lane, Santa Clara, California 95054 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share NOW The New York Stock Exchan

Filing Documents

• now-20250211.htm (8-K) — 30KB
• restatedbylaws.htm (EX-3.1) — 224KB
• 0001373715-25-000051.txt ( ) — 422KB
• now-20250211.xsd (EX-101.SCH) — 2KB
• now-20250211_lab.xml (EX-101.LAB) — 22KB
• now-20250211_pre.xml (EX-101.PRE) — 13KB
• now-20250211_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 11, 2025, the Board of Directors of ServiceNow, Inc. ("ServiceNow" or the "Company") adopted amendments to the Company's Restated Bylaws, as amended (the "Amended Bylaws"). Among other things, the amendments effected by the Amended Bylaws: Add a forum selection provision to provide that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of Chancery of the State Delaware or, if such Court lacks jurisdiction, another state or federal court located in the State of Delaware, and also provide that the federal district courts shall be the sole and exclusive forum for the resolution of any complaint or cause of action arising under the Securities Act of 1933, as amended; Adjust the notice window for stockholders to propose business or nominate directors to be considered at annual meetings to not less than 90 and not more than 120 days before the anniversary of the prior year's meeting; Make certain updates to director nominations by stockholders in light of the "universal proxy" rules adopted by the U.S. Securities and Exchange Commission, including to require that no person may solicit proxies in support of a director nominee other than the Board's nominees, unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; Add a provision that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which is reserved for the exclusive use of the Board; Eliminate the requirement that the Company make a stockholder list available for inspection at a meeting of stockholders, to align with amendments to the Delaware General Corporation Law; and Remove provisions related to the classified board structur

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Restated Bylaws of ServiceNow, Inc. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. S ERVICE N OW , I NC . By: /s/ Russell S. Elmer Russell S. Elmer General Counsel Date: February 12, 2025