NOW 8-K — Smart Summary
97% reductionAt ServiceNow, Inc.'s 2026 Annual Shareholders Meeting held on May 21, 2026, shareholders approved amendments to the Amended and Restated 2021 Equity Incentive Plan to increase the available share reserve by 38,000,000 shares. No personnel departures, elections, or officer appointments were disclosed in this filing.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Executive Compensation
- Amended and Restated 2021 Equity Incentive Plan — Shareholders approved an increase to the available share reserve by 38,000,000 shares, bringing the total number of Shares reserved and available for grant and issuance under the Plan to 98,181,895 Shares as of the date of adoption of the Plan by the Board; no more than 150,000,000 Shares may be issued pursuant to the exercise of ISOs; Non-Employee Directors may not receive Awards under the Plan that, when combined with cash compensation received for service as a Non-Employee Director, exceed $750,000 in value in any calendar year; Exchange Programs, including repricing of Options or SARs, require prior stockholder approval; all Awards are subject to company clawback or recoupment policy
Item 5.07 — Submission of Matters to a Vote of Security Holders
Director Elections
- Susan L. Bostrom — 725,285,101 for / 42,285,743 against (94.49%)
- Teresa Briggs — 749,448,614 for / 18,101,869 against (97.64%)
- Paul E. Chamberlain — 758,152,187 for / 9,381,133 against (98.78%)
- Lawrence J. Jackson, Jr. — 745,260,735 for / 21,744,445 against (97.16%)
- Frederic B. Luddy — 750,265,107 for / 17,269,810 against (97.75%)
- William R. McDermott — 689,481,259 for / 77,993,257 against (89.84%)
- Joseph "Larry" Quinlan — 737,145,857 for / 30,478,531 against (96.02%)
- Anita M. Sands — 675,200,006 for / 92,227,355 against (87.97%)
- Eric S. Yuan — 593,805,007 for / 173,762,939 against (77.36%)
Management Proposals
- Advisory vote on 2025 named executive officer compensation — 654,688,799 for / 110,903,457 against / 3,110,567 abstain (85.46%) — passed
- Advisory vote on frequency of future executive compensation votes — 1 Year: 760,882,682 / 2 Years: 620,165 / 3 Years: 6,653,290 / 546,686 abstain — 1 Year option received the most votes; Company determined to hold annual advisory votes going forward
- Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for year ending December 31, 2026 — 862,140,873 for / 13,985,842 against / 603,529 abstain (98.37%) — passed
- Approval of amendments to the Amended and Restated 2021 Equity Incentive Plan to increase shares reserved for issuance — 736,442,496 for / 30,632,622 against / 1,627,705 abstain (95.87%) — passed
Shareholder Proposals
- Shareholder proposal regarding shareholder right to act by written consent — 280,696,983 for / 486,029,473 against / 1,976,367 abstain (36.60%) — failed
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