ServiceNow (NOW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with virtual participation to increase shareholder access and reduce costs.

• 2025 saw robust revenue growth (21% subscription revenue growth, $13.3B total revenues) and significant margin expansion (31% non-GAAP operating margin, 35% free cash flow margin).

• Market capitalization increased by $109B since 2019, with TSR outperforming both the S&P 500 and peer group.

• Strategic milestones include Fortune 500 recognition, serving 8,800 global customers, and strong AI-driven product growth.

Voting matters and shareholder proposals

• Election of nine directors, including one new nominee, with six independent under NYSE standards.

• Advisory vote to approve executive compensation (say on pay) and on the frequency of future say on pay votes (Board recommends annual).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of Amended and Restated 2021 Equity Incentive Plan to increase shares reserved for issuance.

• Shareholder proposal to allow action by written consent, which the Board recommends voting against.

Board of directors and corporate governance

• Board consists of nine nominees with diverse backgrounds and skills, including leadership, financial, risk management, and technology expertise.

• Board committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Lead Independent Director role provides independent oversight and facilitates communication between management and the Board.

• Annual Board and committee self-evaluations, succession planning, and regular refreshment of Board composition.

• Shareholder engagement program includes biannual outreach and incorporation of feedback into governance and compensation practices.