ServiceNow, Inc. | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>ServiceNow, Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes shareholder ability to initiate any appropriate topic for written consent.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>ServiceNow (NOW) shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for NOW shareholders to call for a special shareholder meeting. </p>
<p dir=”ltr”>Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. </p>
<p dir=”ltr”>Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting – yet NOW made the threshold 15% of shareholders based on all shares outstanding and then excluded all NOW shares that were not long-term shares, which excludes the NOW shares most likely to call for a special shareholder meeting.</p>
<p dir=”ltr”>Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when NOW underperforms. </p>
<p dir=”ltr”>The following challenging 2025 news reports on NOW make it more important to adopt this proposal without delay:</p>
<p dir=”ltr”>NOW stock fell by over 10% through much of 2025 and was down 12% to 16% year-to-date by November, significantly underperforming the Nasdaq and the broader tech sector, which saw substantial gains.<br><br>In early 2025, NOW issued a 2025 subscription revenue forecast that fell short of analyst expectations, leading to a significant stock drop. This was attributed to a slower-than-expected short-term sales bump from AI and unfavorable foreign exchange (forex) impacts.<br><br>The projected subscription revenue growth rate for 2025 (around 19.5-20% on a non-GAAP constant currency basis) was slower than the 23% growth rate seen in 2024, which concerned shareholders.<br><br>The stock’s high valuation (trading at a premium P/E ratio) made investors nervous and contributed to the “risk-off” attitude seen in late 2025, with concerns about potential multiple contractions.<br><br>NOW’s performance was also impacted by general macroeconomic challenges and tariff-related uncertainties throughout the year.<br><br>Increased competition from major players like Oracle and Salesforce, with Salesforce announcing a focus on the IT service management area, poses a long-term risk.<br><br>NOW insiders were selling shares, sending a cautionary message.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>ServiceNow, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>RESOLVED: ServiceNow Inc. (“ServiceNow” or “Company”) shareholders ask that the Board amend ServiceNow’s bylaws to require the Board to notify any shareholder who submits a notice of nomination pursuant to the Company’s bylaws 1 of any facially apparent defects or omissions contained therein within fourteen (14) days of receipt by the Company.</p>
<p class=”p1″>SUPPORTING STATEMENT:</p>
<p class=”p2″>The legitimacy of the Board’s power to oversee the executives of the Company rests on the power of shareholders to elect directors:2 [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants… To allow for  voting while maintaining a closed candidate selection process thus renders the former an empty  exercise.”3</p>
<p class=”p4″>Bylaws are intended to give corporations and their boards advance notice of shareholder nominations and generally require shareholders to make extensive disclosures. A corporation’s legitimate need for notice and disclosure must be balanced against the shareholders’ fundamental right to nominate candidates.4</p>
<p class=”p4″>When reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.”5 Overly demanding requirements are especially harmful to diversified shareholders. Such investors prefer that boards and managements refrain from pursuing profits through practices that endanger democratic social systems, which their diversified portfolios rely on.6</p>
<p class=”p4″>The Company’s bylaws do not contain express provisions requiring it to notify a nominating shareholder of any defects in a notice of nomination nor allow a nominating shareholder to cure any such defects. Absent these provisions, courts may rule that corporations need not inform shareholders of nomination notice defects or enable them to rectify such issues.7</p>
<p class=”p1″>This proposal addresses the Company’s need for order and disclosure while recognizing shareholders’ right to nominate candidates without unnecessary impediments. The proposal’s fairness is self-evident; it merely requires the Company to tell a shareholder what facial defects are contained in a notice of nomination, allowing the shareholder to cure those defects, provided the notice of nomination is delivered to the Company more than fourteen days before the closing of the nomination window.</p>
<p class=”p1″>By requiring the Board to notify nominating shareholders promptly if their notice of nomination complies with the Company’s bylaws (specifically listing any defects or deficiencies) and allowing the nominating stockholder time to cure any identified defects or deficiencies, the rights of both the Company and stockholders will be respected and protected.</p>
<p class=”p1″>1 https://www.sec.gov/ix?doc=/Archives/edgar/data/320193/000114036124038403/ny20033611x2_8k.htm</p>
<p class=”p2″>2 https://ssrn.com/abstract=4565395</p>
<p class=”p2″>3 https://casetext.com/case/durkin-v-national-bank-of-olyphant</p>
<p class=”p2″>4 See Kellner v. AIM ImmunotTech Inc., 307 A.2d 998, 1023 (Del. Ch. 2023).</p>
<p class=”p2″>5 Kellner, 307 A.2d at 1034.</p>
<p class=”p3″>6  https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> James McRitchie</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Corporate Governance</span></div>
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Resolution Details

Company:

ServiceNow, Inc.

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Political Contributions

Status:

Withdrawn for Agreement

Resolution Text

Resolved: James McRitchie, of CorpGov.net, requests ServiceNow Inc. (“ServiceNow” or

“Company”) provide a report, updated semiannually, disclosing ServiceNow’s:

Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

Monetaryandnon-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

a. The identity of the recipient as well as the amount paid to each; and
b. The title(s) of the person(s) in the Companyresponsiblefordecision-making.

The report shall be presented to the board of directors or relevant board committee and posted on ServiceNow’s website within 12 months after the annual meeting. This proposal does not encompass lobbying spending.

Supporting Statement: As long-term shareholders of ServiceNow, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

Political spending can adversely impact a company’s reputation, value, and bottom line. The risk is especially serious when involving trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes companies might not otherwise support.

The Conference Board’s “Under a Microscope”1 details these risks, recommends the process suggested in this proposal, and warns:

a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity—and the risks that come with it—into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values.

We ask ServiceNow to disclose all its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes–and are otherwise undisclosed. This would bring our Company in line with leading companies, including Becton, Dickinson and Company, Bristol-Myers Squibb Company, Boston Scientific Corp. Intuit, PayPal, and VeriSign.

ServiceNow ranks in the bottom tier for 2022 CPA-Zicklin Index disclosure.2 Without knowing the recipients of ServiceNow’s political dollars, we cannot assess alignment with its policies on climate change and sustainability or other areas of concern, which reasonable investors consider material information.

Enhance Shareholder Value, Vote FOR
Political Disclosure – Proposal [4*]

1 https://www.conference-board.org/publications/
2 https://www.politicalaccountability.net/wp-content/uploads/2022/10/2022-CPA-Zicklin-Index.pdf

Right To Act By Written Consent

Resolution Details

Resolution Text