Servicenow Inc

This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of ServiceNow’s named executive officers as disclosed in the proxy. Management frames the vote as approval of the overall compensation philosophy and program rather than any single element, highlighting pay-for-performance design, a high percentage of at-risk and performance-based equity, and recent program changes responsive to shareholder feedback (e.g., multi-year PRSUs, elimination of overlapping metrics, and retention-focused features). The Board and Compensation Committee point to strong recent financial performance, long-term TSR outperformance and prior high say-on-pay support (approximately 89% in 2025) as evidence the program aligns management and shareholder interests. For investors, the key considerations include: whether target and realized payouts are credibly tied to multi-year operational and market metrics (NNACV, non-GAAP subscription revenues, rTSR), whether retention/grant sizes (notably very large CEO equity awards and PSO structure) are justified by demonstrated long-term value creation, and whether governance safeguards (clawbacks, stock ownership guidelines, no single-trigger CIC acceleration) adequately limit risk. The advisory nature of the vote means it cannot change pay directly but serves as an important governance signal; management has committed to consider the results when setting future compensation. Given the company’s articulated changes to address shareholder concerns, the Board recommends approval to validate the direction of pay design while continuing engagement on levels, metrics, and disclosure. Institutional investors will weigh the company's performance metrics and disclosure quality, the multi-year performance features of the LTIP, and the implications of large CEO awards (including outstanding PSO awards) when deciding whether to support the proposal.

This advisory proposal asks shareholders to indicate their preference for how often the company should hold non-binding 'say on pay' votes (options: one, two, or three years). Management recommends an annual vote ('ONE YEAR'), arguing that it enables timely, direct shareholder feedback and aligns with prior strong support for annual advisory votes. For investors, considerations include whether more frequent votes improve board responsiveness and accountability or instead create short-term pressure on compensation design. The company argues annual votes facilitate ongoing engagement and permit quicker response to shareholder concerns about pay structure; critics may argue annual votes risk overemphasizing short-term outcomes. In context, ServiceNow has active shareholder engagement, recent compensation changes responsive to feedback, and a history of high say-on-pay support — factors that support management’s recommendation. The outcome is non-binding but signals investor sentiment to the Compensation Committee; a plurality vote will guide the Board’s future schedule. Institutions will consider the balancing act between governance responsiveness and potential short-termism when selecting a preference.

This proposal asks shareholders to approve a 38,000,000-share increase to the company’s 2021 Equity Incentive Plan. Management argues the increase is required to sustain the company’s broad-based equity program given workforce growth and competitive talent markets, citing that approximately 80% of employees have received equity and that the company granted a large number of RSUs and PRSUs in recent years. The Board reviewed dilution metrics (three-year burn rate ~1.63%, overhang ~6.23%), peer practices, and governance safeguards (no liberal recycling, no evergreen provision, limits on director compensation, shareholder approval required for repricing) before recommending the increase. Analysts and governance-minded investors will weigh the benefits of continued equity-powered retention and alignment against potential dilution and long-term impact on EPS and shareholder value; the company’s disclosure of burn rate, overhang, and governance features is intended to mitigate dilution concerns. Institutional investors will evaluate the requested increase in the context of historical equity usage, hiring needs, planned grants, and whether management exercises disciplined equity allocation. The Board proposes to register the additional shares and continue regular shareholder engagement on equity plan usage and burn-rate management.

The shareholder proponent (John Chevedden) requests that the Board adopt a written-consent right allowing shareholders holding the minimum number of votes necessary to approve an action at a fully attended meeting to act by written consent without unnecessary ownership-duration or holding-method restrictions. The proponent argues written consent fills a governance gap and makes it easier for shareholders to act between annual meetings—particularly because ServiceNow’s special-meeting threshold requires 15% ownership for at least one year (the proponent contrasts this with a lower 10% benchmark in Delaware law). The proponent frames the request in the context of ServiceNow’s relative stock performance and execution challenges in 2025 and asserts that written consent would provide a timely mechanism to address underperformance. Management and the Board oppose the measure, arguing that written consent could allow a subset of shareholders to take binding action without notice to all shareholders and that an existing special-meeting right (15% ownership for at least one year) already provides a balanced mechanism for exceptional, urgent shareholder action while preserving broad shareholder participation and notice. The Board also notes ServiceNow’s governance protections (annual director elections, proxy access, independent committees, majority vote standard, active shareholder engagement) and believes those provide ample avenues for shareholder voice. For investors evaluating the proposal, key tradeoffs are: enhanced shareholder empowerment and quicker recourse via written consent versus risks of opportunistic actions by a small or coordinated group, potential for disrupted governance and management focus, and the adequacy of the existing 15%/one-year special-meeting right. Given the Board’s opposition and its recent governance enhancements, institutional shareholders will weigh whether the company’s current mechanisms are sufficient or whether additional written-consent rights are warranted for improved shareholder responsiveness.