NOW_-_Form_8-K_2014_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): July 8, 2014
____________

SERVICENOW, INC.
(Exact name of registrant as specified in its charter)

____________

 
 
 
 
 
 
 
Delaware
 
001-35580
 
 
 
20-2056195
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
 
 
(I.R.S. Employer
Identification Number)
 
 
 
 
3260 Jay Street
 
 
Santa Clara, California
 
95054
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (408) 501-8550
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):







¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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 8, 2014, ServiceNow, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (“Annual Meeting”) and the following proposals were adopted by the votes indicated:

1.Election of four Class II directors, Susan L. Bostrom, Charles H. Giancarlo, Anita M. Sands and William L. Strauss, to serve a three year term, which will expire at the 2017 Annual Meeting of Stockholders, or until such time as their respective successors have been duly elected and qualified:
 
Nominees
 
Shares For
 
Shares Withheld
 
Broker Non-Votes
Susan L. Bostrom
 
112,840,727
 
4,946,368
 
15,417,479
Charles H. Giancarlo
 
117,122,644
 
664,451
 
15,417,479
Anita M. Sands
 
117,468,677
 
318,418
 
15,417,479
William L. Strauss
 
112,628,344
 
5,158,751
 
15,417,479

2.Advisory vote on the frequency of future advisory votes on executive compensation:

1 Year
 
2 Years
 
3 Years
 
Abstain
110,272,150
 
1,485,744
 
5,394,376
 
634,825
In light of the advisory vote of the Company’s shareholders to hold future advisory votes on executive compensation every year, the Company has determined that it will hold future advisory votes on executive compensation every year until the next shareholder advisory vote on the frequency of advisory votes on executive compensation.
3.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014:

Shares For
 
Shares Against
 
Shares Abstaining
132,940,548
 
36,026
 
228,000






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.

 
 
 
 
SERVICENOW, INC.
 
 
By:
 
/s/ Michael P. Scarpelli
 
 
Michael P. Scarpelli
Chief Financial Officer

 Date: July 11, 2014