ServiceNow (NOW) Proxy filing summary

Executive summary

• Delivered robust top- and bottom-line growth, with $13.3B in total revenues and a 98% year-over-year increase as of 2025.

• Maintained a 31% non-GAAP operating margin and $4.6B in free cash flow for 2025.

• Capital allocation focused on organic reinvestment, selective M&A, and disciplined capital returns to maximize shareholder value.

Voting matters and shareholder proposals

• Requesting approval for an additional 38 million shares under the 2021 Equity Incentive Plan to support workforce growth and talent retention.

• Board recommends voting against a shareholder proposal to allow action by written consent, citing existing special meeting rights and strong governance.

Board of directors and corporate governance

• Board nominees bring diverse skills and experiences, with regular evaluation of board composition and ongoing education.

• Maintains a Lead Independent Director role and oversees AI governance to ensure responsible development and use.