ServiceNow, Inc. 8-K

What Happened ServiceNow held its 2026 Annual Shareholders Meeting on May 21, 2026 and filed an 8-K on May 22, 2026 reporting the results. Shareholders approved amendments to the Amended and Restated 2021 Equity Incentive Plan to increase the share reserve by 38,000,000 shares (the Amended Plan is filed as Exhibit 10.1). All director nominees were elected to serve until the next annual meeting.

Several other matters were voted on at the meeting: a non‑binding advisory vote to approve 2025 executive compensation (say‑on‑pay) passed, shareholders chose annual advisory votes on executive compensation going forward, PricewaterhouseCoopers LLP was ratified as the company’s independent auditor for 2026, and a shareholder proposal to permit shareholder action by written consent was rejected.

Key Details

• Equity plan increase: +38,000,000 shares approved (Amended and Restated 2021 Equity Incentive Plan; Exhibit 10.1).
• Board elections: all nominees elected. Example tallies — Eric S. Yuan: 593,805,007 For / 173,762,939 Against; William R. McDermott: 689,481,259 For / 77,993,257 Against; Anita M. Sands: 675,200,006 For / 92,227,355 Against. (Broker non-votes reported at 108,027,421 on director and plan votes.)
• Say-on-pay: 654,688,799 For / 110,903,457 Against (non-binding).
• Frequency vote: shareholders chose annual advisory votes on executive compensation (1 year received 760,882,682 votes).
• Auditor ratification: PwC ratified — 862,140,873 For / 13,985,842 Against.
• Shareholder proposal on written consent failed: 280,696,983 For / 486,029,473 Against.

Why It Matters Approval of the 38 million‑share increase expands the pool available for equity awards, which can support hiring and retention but may also lead to potential dilution for existing shareholders over time. The re‑election of all directors and the mixed but significant opposition votes for certain directors signal some shareholder dissatisfaction on select governance or performance issues — worth monitoring in future filings and proxy materials. The passage of say‑on‑pay and the decision to hold annual advisory votes on compensation provide clarity on executive pay oversight, while rejection of the written‑consent proposal maintains the board-controlled process for taking action outside of meetings.