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 8, 2016
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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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| 2225 Lawson Lane | | |
| Santa Clara, California | | 95054 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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| | (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 8, 2016, ServiceNow, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below:
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| 1. | Election of three Class I directors, Paul V. Barber, Ronald EF Codd, and Frank Slootman, to serve a three year term, which will expire at the 2019 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 Against | | Shares Abstaining | Broker Non-Votes |
| Paul V. Barber | | 138,220,068 | | 959,650 | | 77,297 | 10,668,520 |
| Ronald EF Codd | | 138,557,213 | | 582,520 | | 117,282 | 10,668,520 |
| Frank Slootman | | 138,745,497 | | 436,658 | | 74,860 | 10,668,520 |
Based on the votes set forth above, each of the director nominees were duly elected.
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| 2. | Advisory resolution to approve executive compensation: |
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| Shares For | | Shares Against | | Shares Abstaining | | Broker Non-Votes |
| 137,563,346 | | 1,589,433 | | 104,236 | | 10,668,520 |
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.
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| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016: |
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| Shares For | | Shares Against | | Shares Abstaining |
| 149,021,023 | | 84,441 | | 820,071 |
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, 2016 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 |
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| | Date: June 10, 2016 | | |
