Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On July 28, 2021, the Board of Directors (the "Board") of the ServiceNow, Inc.
(the "Company") expanded the size of the Board from ten to eleven members and
appointed Joseph "Larry" Quinlan to serve as a director. The Board determined
that Mr. Quinlan is an independent director within the meaning of the New York
Stock Exchange listing standards. Mr. Quinlan has not been, and is not expected
to be, named to any committee of the Board at this time. There are no
arrangements or understandings between Mr. Quinlan and any other persons
pursuant to which he was selected as a director. There are no family
relationships between Mr. Quinlan and any director or executive officer of the
Company. Other than as disclosed herein, Mr. Quinlan does not have any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Mr. Quinlan will receive the standard
compensation and equity awards provided to non-employee directors of the Company
for their service as disclosed in the Company's proxy statement for its 2021
annual meeting of shareholders.
In connection with his appointment to the Board, Mr. Quinlan has entered into
the Company's standard form of indemnification agreement for directors and
officers. The form indemnification agreement was filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2014, as filed with the Securities and Exchange Commission on February 27, 2015.
For additional information, see the press release attached as Exhibit 99.1 to
this Current Report on Form 8-K. The information in the press release attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended or the Exchange Act whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 2, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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