2015 Annual Meeting
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): June 10, 2015
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SERVICENOW, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-35580 | | | | 20-2056195 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | | | (I.R.S. Employer Identification Number) |
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3260 Jay Street | | |
Santa Clara, California | | 95054 |
(Address of Principal Executive Offices) | | (Zip Code) |
(408) 501-8550
(Registrant’s telephone number, including area code)
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Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2015, ServiceNow, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (“Annual Meeting”) in Santa Clara, California. As of April 21, 2015, the Company's record date, there were a total of 153,564,815 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 133,432,164 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. The following proposals were adopted by the votes indicated:
1.Election of three Class III directors, Douglas M. Leone, Frederic B. Luddy, and Jeffrey A. Miller, to serve a three year term, which will expire at the 2018 Annual Meeting of Stockholders, or until such time as their respective successors have been duly elected and qualified:
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Nominees | | Shares For | | Shares Withheld | | Broker Non-Votes |
Douglas M. Leone | | 119,450,753 | | 674,135 | | 13,307,276 |
Frederic B. Luddy | | 117,883,669 | | 2,241,219 | | 13,307,276 |
Jeffrey A. Miller | | 119,499,785 | | 625,103 | | 13,307,276 |
Based on the votes set forth above, the director nominees were duly elected.
2.Advisory resolution to approve executive compensation:
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Shares For | | Shares Against | | Shares Abstaining | | Broker Non-Votes |
118,648,254 | | 1,307,385 | | 169,249 | | 13,307,276 |
Based on the votes set forth above, the stockholders advised that they were in favor of the named executive officer compensation set forth in the proxy statement.
3.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015:
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Shares For | | Shares Against | | Shares Abstaining |
133,088,568 | | 117,570 | | 226,026 |
Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was duly ratified.
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.
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SERVICENOW, INC. |
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By: | | /s/ Michael P. Scarpelli |
| | Michael P. Scarpelli Chief Financial Officer |
Date: June 15, 2015