Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)



As described in Item 5.07 below, on June 7, 2021, at the 2021 annual meeting of
shareholders (the "Annual Meeting") of ServiceNow, Inc. (the "Company"), the
Company's shareholders approved the ServiceNow, Inc. 2021 Equity Incentive Plan
(the "2021 Plan") and the ServiceNow, Inc. Amended and Restated 2012 Employee
Stock Purchase Plan (the "Restated ESPP"). The 2021 Plan replaces the 2012
Equity Incentive Plan. The Restated ESPP extends the term of the 2012 Employee
Stock Purchase Plan, removes the automatic increase ("evergreen") provision and
makes certain clarifying revisions. The 2021 Plan and the Restated ESPP had been
previously approved, subject to shareholder approval, by the Board of Directors
(the "Board") of the Company.

A summary of the 2021 Plan and the Restated ESPP is set forth in the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
April 26, 2021. That summary and the foregoing description of the 2021 Plan and
the Restated ESPP do not purport to be complete and are qualified in their
entirety by reference to the full text of the 2021 Plan and the Restated ESPP,
which are filed to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit
10.2, respectively, and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



As described in Item 5.07 below, at the Annual Meeting, the Company's
shareholders approved an amendment (the "Certificate of Amendment") to the
Company's Restated Certificate of Incorporation, as amended (the "Charter"), to
provide that special meetings of shareholders may be called only in accordance
with the Company's restated bylaws (the "Bylaws"). The Certificate of Amendment
was previously approved by the Board, subject to approval by the Company's
shareholders, and became effective upon its filing with the Secretary of State
of the State of Delaware on June 7, 2021.

Additionally, the Board previously approved a restatement of the Bylaws, which
became effective upon the effectiveness of the Certificate of Amendment. The
Bylaws consist of changes to allow shareholders of record holding at least 15%
of our outstanding common stock for at least one year to call a special meeting
of shareholders under certain circumstances.

Copies of the Charter as amended by the Certificate of Amendment ("Amended
Charter") and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein. The
foregoing descriptions of the Amended Charter and the Bylaws do not purport to
be complete and are qualified in their entirety by reference to the full text of
the Amended Charter and the Bylaws.

Item 5.07 Submission of Matters to a Vote of Security Holders.



On June 7, 2021, the Company held the Annual Meeting. The following proposals
were voted upon and the final voting results with respect to each such proposal
are set forth below:

1.Election of five directors, Susan L. Bostrom, Jonathan C. Chadwick, Lawrence
J. Jackson, Jr., Frederic B. Luddy and Jeffrey A. Miller, each to serve a
one-year term, which will expire at the next annual meeting of shareholders, or
until such time as his or her respective successors have been duly elected and
qualified or his or her respective death, resignation or removal:

        Nominees                 Shares For              Shares Against            Shares Abstaining             Broker Non-Votes
Susan L. Bostrom                154,509,631                3,406,704                    384,642                     14,082,491
Jonathan C. Chadwick            156,993,695                 921,100                     386,182                     14,082,491
Lawrence J. Jackson, Jr.        157,382,577                 530,921                     387,479                     14,082,491
Frederic B. Luddy               154,838,735                3,100,921                    361,321                     14,082,491
Jeffrey A. Miller               152,999,623                4,913,928                    387,426                     14,082,491

Based on the votes set forth above, each of the director nominees was duly elected.

--------------------------------------------------------------------------------

2.Non-binding, advisory vote on a resolution to approve the compensation of the Company's named executive officers:



          Shares For    Shares Against    Shares Abstaining     Broker Non-Votes
         136,993,191      14,700,994          6,606,792            14,082,491




Based on the votes set forth above, the shareholders advised that they were in
favor of the Company's named executive officer compensation set forth in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 26, 2021.

3.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021:



                   Shares For    Shares Against    Shares Abstaining
                  171,042,777        999,082            341,609

Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was duly ratified.

4.Amendment to the Company's Restated Certificate of Incorporation, as amended, to provide shareholders with the right to call a special meeting:



          Shares For    Shares Against    Shares Abstaining     Broker Non-Votes
         157,959,638        55,890             285,449             14,082,491

Based on the votes set forth above, the amendment to the Company's Restated Certificate of Incorporation, as amended, to provide shareholders with the right to call a special meeting was approved.

5.Approval of the ServiceNow, Inc. 2021 Equity Incentive Plan to replace the 2012 Equity Incentive Plan:



          Shares For    Shares Against    Shares Abstaining     Broker Non-Votes
         144,756,944      12,300,271          1,243,762            14,082,491

Based on the votes set forth above, the ServiceNow, Inc. 2021 Equity Incentive Plan was approved.




6.Approval of the ServiceNow, Inc. Amended and Restated 2012 Employee Stock
Purchase Plan:

          Shares For    Shares Against    Shares Abstaining     Broker Non-Votes
         156,769,440        297,695           1,233,842            14,082,491

Based on the votes set forth above, the ServiceNow, Inc. Amended and Restated 2012 Employee Stock Purchase Plan was approved.

Item 9.01 Financial Statements and Exhibits.



                                  (d)   Exhibits.





--------------------------------------------------------------------------------


   Exhibit                                                                         Incorporated by Reference                           Filed
   Number     Exhibit Description                                 Form           File No.          Exhibit          Filing Date      Herewith
     3.1        Restated Certificate of Incorporation of                                                                                 X
              ServiceNow, Inc., as amended
     3.2        Restated Bylaws of ServiceNow, Inc.                                                                                      X
    10.1        ServiceNow, Inc. 2021 Equity Incentive             S-8          333-256854           4.5             6/7/2021
              Plan
    10.2        ServiceNow, Inc. Amended and Restated 2012                                                                               X
              Employee Stock Purchase Plan
              Cover Page Interactive Data File - the cover
     104      page XBRL tags are embedded within the Inline
              XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses