ServiceNow DEFA14A Filing: Proxy Statement Outreach

TL;DR

ServiceNow filed proxy materials for shareholder outreach. All good.

AI Summary

ServiceNow, Inc. filed a Definitive Additional Materials filing (DEFA14A) on May 8, 2025. This filing pertains to their proxy statement and is related to outreach efforts. The company is headquartered in Santa Clara, CA, and operates in the prepackaged software industry.

Why It Matters

This filing indicates ongoing communication and information dissemination to shareholders regarding company matters, which is crucial for corporate governance and investor relations.

Risk Assessment

Risk Level: low — The filing is a standard proxy statement update and does not indicate any immediate financial or operational risks.

Key Players & Entities

• ServiceNow, Inc. (company) — Registrant
• 20250508 (date) — Filing Date
• Santa Clara, CA (location) — Company Headquarters

FAQ

From the Filing

0001373715-25-000137.txt : 20250508 0001373715-25-000137.hdr.sgml : 20250508 20250508160624 ACCESSION NUMBER: 0001373715-25-000137 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20250508 DATE AS OF CHANGE: 20250508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ServiceNow, Inc. CENTRAL INDEX KEY: 0001373715 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 202056195 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35580 FILM NUMBER: 25925987 BUSINESS ADDRESS: STREET 1: 2225 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-501-8550 MAIL ADDRESS: STREET 1: 2225 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: SERVICE-NOW.COM DATE OF NAME CHANGE: 20060823 DEFA14A 1 nowdefa14amay2025outreach.htm DEFA14A NOW DEFA14A May 2025 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 May 22, 2025 Annual Meeting 2 Executive Summary Superior Shareholder Value • Shareholder returns have been meaningfully above peers and the broader market, and we have continued to grow across the top and bottom line (slides 3-4) Board of Directors Nominees • Our Nominees have the depth of experience necessary to guide our business strategy and create shareholder value (slide 5) Executive Compensation Program • We implemented enhancements in our executive compensation program to strengthen the link between pay and performance and align with shareholder interests (slide 6) Certificate of Incorporation Amendments • We are proposing to add officer exculpation and eliminate supermajority voting provisions (slide 7) Shareholder Proposals • We received two shareholder proposals, which the Board is recommending AGAINST, as their adoption is unnecessary and not in the best interests of ServiceNow or our shareholders (slide 8) 3 11/18/19 NOW S&P 500 2024 Peer Group Superior Shareholder Value Note: Numbers are rounded for presentation purposes. * Source: S&P Capital IQ, based on latest closing price as of April 30, 2025. 2024 Peer Group only includes publicly-traded companies as of such date. 94% S&P 500 64% 2024 Peer Group 259% +$147B increase in market capitalization Total Shareholder Return Under McDermott Leadership* Bill McDermott Appointed CEO 4/30/25 4 Continued Outstanding Financial Performance Subscription Revenues Track Record of Exceptional Top- and Bottom-Line Growth 26% CAGR Remaining Performance Obligations* Operating Income 24% CAGR 96% CAGR $6.9B $8.7B $10.6B 2022 2023 2024 $14.0B $18.0B $22.3B 2022 2023 2024 $355M $762M $1,364M 2022 2023 2024 * Represents contract revenue that has not yet been recognized, which includes deferred revenue and non-cancellable amounts that will be invoiced and recognized as reven