Good day, and welcome to the ServiceNow Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Bill McDermott, President and CEO. Please go ahead.
Good morning, ladies and gentlemen. I am Bill McDermott, President and CEO of ServiceNow, a member of the Board of Directors and Chairperson of this Annual Meeting. It is a pleasure to welcome you to our Annual Meeting of Shareholders. I now call this meeting to order. It's my pleasure to introduce the corporate officers who are with us this morning.
Gina Mastuntano, our Chief Financial Officer and Russell Elmer, General Counsel and Corporate Strategy Secretary, excuse me, who will also serve as Secretary of this meeting. I will now introduce Lou Larsen, representing Broadridge, who will be serving as Inspector of Election for this meeting. Lou has executed the oath of Inspector of Election. Finally, we also have members of our Board of Directors and representatives of Fenwick and West, our outside legal counsel and PricewaterhouseCoopers, our independent registered public accountants joining us today. We will now conduct the formal business matters of this meeting and Russ will begin by reviewing the procedures for this meeting and the proposals.
Russ, over to you.
Thank you very much, Bill. I will now review the formal requirements for this meeting. As a reminder, today's annual meeting is being conducted live via webcast and all participants are attending virtually. By continuing to use a virtual only platform for its annual meetings, particularly at a time of increasing limits of public gatherings and travel, Service now hopes to encourage greater attendance among shareholders while expanding the ability for shareholders to communicate with management and its Board of Directors. Today's meeting allows shareholders to attend and ask questions of management and the company's Board of Directors regardless of their location.
As a reminder, this meeting is being conducted in accordance with the company's bylaws and meeting rules of conduct. The agenda and rules of conduct are also posted on the virtual meeting website. In order to allow for an orderly meeting and permit sufficient time for any questions, we do ask that you follow these rules. We have been accepting questions in advance of our meeting and will answer questions received during the course of this meeting. If you haven't done so already and you would like to submit a question to management or the Board of Directors at this meeting, please do so via the Ask a Question tool on the virtual annual meeting platform.
All questions will be subject to the rules of conduct of this meeting. We will discuss each of the 5 proposals that will be considered at this meeting and allow up to 5 minutes for questions as to each proposal. We have also allocated time following the close of the formal meeting to answer certain questions about the general business. We will answer questions as they come in and address those asked in advance as time permits. We have committed to publishing and answering each question received on the Investor Relations section of our website following the meeting.
April 20, 2020, was fixed by the Board of Directors as the record date for this meeting. Only holders of the company's common stock as of the close of business on the record date received notice of and are entitled to vote at this meeting. We have been presented an affidavit of Broadridge attesting that commencing on April 24, 2020, the notice of meeting and availability of proxy materials were mailed to each holder of the company's common stock as of the close of business on the record date. The affidavit of mailing of the notice will be attached to the minutes of this meeting. A certified list of the registered holders of the issued and outstanding shares of common stock of the company as of the close of business on the record date is available for inspection.
This list will be available for inspection during this meeting by any shareholder. The list will be filed with the records of the company. Broadridge has examined the proxies received and reports that 171,949,401,401 shares or 90.16 percent of the total shares of common stock of ServiceNow entitled to vote at this meeting are present. And a majority of the votes entitled to be cast being represented, a quorum is therefore present and the meeting may now proceed. I will now review the proposals and voting procedures.
We have 5 proposals on which the shareholders will be voting, which are described in the proxy statement and supplement. Proposal number 1 is the election of 3 Class II directors to serve a 3 year term, which will expire at the 2023 Annual Meeting of Shareholders. Proposal number 2 is to hold a non binding advisory vote on the resolution to approve the compensation of our named executive officers. Proposal number 3 is the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. Proposal number 4 is the amendment to our restated certificate of incorporation to declassify the Board of Directors.
And proposal number 5 is to hold a non binding advisory vote on the frequency of future advisory votes on executive compensation. At this time, we'll walk through the 5 proposals and allow for questions. Proposal number 1 is the nomination and election of 3 Class II Directors. The Board of Directors has nominated each of William McDermott, Anita Sands and Dennis Woodside to be elected as directors for the next 3 years and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Our bylaws require that a shareholder provide advanced notice of such shareholders' intent to nominate persons as directors, and no such notice was received.
Accordingly, I declare the nominations for directors closed. We will now take any questions or comments about this proposal. Again, you may submit your question via the Ask a Question tool on the Annual Meeting platform. And I am not seeing any questions, so therefore, we will move to the next proposal. Proposal number 2 is a non binding advisory vote on the resolution to approve the compensation of our named executive officers as disclosed in our proxy statement.
Again, I am not seeing any questions. And so therefore, we will move to the next proposal. Proposal number 3 is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. We will now take any questions or comments about this proposal. Again, you may submit your question via the Ask a Question tool on the Annual Meeting platform.
And again, I'm not seeing any questions. So therefore, we will move to the next proposal. Proposal number 4 is the approval of an amendment to our restated certificate of incorporation to eliminate the classification of the Board over a 3 year period beginning at our next Annual Meeting. We will now take any questions or comments about this proposal. Again, you may submit your question via the Ask a Question tool on the Annual Meeting platform.
And again, I'm not seeing any questions. So therefore, we will move to the next proposal. Proposal number 5 is a non binding advisory vote on the frequency of future advisory votes on executive compensation. We will now take any questions or comments about this proposal. And again, you submit your question via the Ask a Question tool on the Annual Meeting platform.
And I am not seeing any questions. So therefore, we will move on. And there is no further business scheduled to come before the Annual Meeting of Shareholders. So it is approximately 909 on June 17, 2020, and the polls have been open. If you previously voted via the Internet, telephone or mail, you don't need to take any further action.
If you did not previously vote or wish to change your vote, you may do so now by following the instructions on the virtual annual meeting platform. Until the polls close, any shareholder may revoke or change his or her vote on any matter online. However, once the polls close, no further ballots, proxies or votes or any revocations or changes will be accepted online. Okay. So we'll now allow time for any shareholders to vote your shares.
And it is now approximately 9 10 on June 17, and I declare the polls to be closed. We will now announce the preliminary results. The final results of the vote will be tallied by the Inspector of Election, recorded as stated in the minutes of this meeting and also filed with the SEC in a current report on Form 8 ks within 4 business days. For proposal number 1, the election of Class 2 directors, a director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against. And the votes have been counted and the 3 individuals nominated have each received more for votes than against and have been elected.
The vote required to approve proposal number 2, a non binding advisory vote on the resolution to approve executive compensation is the affirmative vote of a majority of the outstanding shares of common stock virtually present or represented by proxy and entitled to vote at this meeting that are voted for or against the proposal. The votes have been counted and the shareholders have voted to approve the compensation of our named executive officers. The vote required to approve proposal number 3 to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, is the affirmative vote of a majority of the outstanding shares of common stock virtually present or represented by proxy and entitled to vote at this meeting that are voted for or against the proposal. The votes have been counted and PricewaterhouseCoopers LLP has been ratified as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The vote required to approve proposal number 4, the amendment to the restated certificate of incorporation to declassify the Board of Directors is the affirmative vote of a majority of the outstanding shares of common stock entitled to vote generally in the election of directors on the record date.
Again, the votes have been counted and the shareholders have voted to approve the amendment to the restated certificate of incorporation to declassify the Board. For Proposal 5, a non binding advisory vote on the frequency of future advisory votes on executive compensation, the frequency that receives the greatest number of votes passed by shareholders on this proposal virtually present or represented by proxy and entitled to vote at this meeting will be considered the advisory vote of our shareholders. The votes have been counted and the shareholders have voted to hold future advisory votes on executive compensation every 1 year. So this concludes the formal portion of the Annual Meeting of Shareholders, which we will now deem as officially adjourned. And now, we'll move on to the Q and A discussion.
I want to remind you that the Q and A may contain forward looking statements regarding future events and the future financial performance of ServiceNow. We caution you to consider the important risk factors that could cause actual results to differ materially from those in any forward looking statements, including those related to the impact of COVID-nineteen on our business and general economic conditions. These risk factors are more fully detailed under the caption Risk Factors in our quarterly report on Form 10 Q filed with the SEC on April 30, 2020. In addition, any forward looking statements that we make today are based on current information available to ServiceNow and assumptions as of this date. We undertake no obligation to update these statements as a result of new information or future events.
We will now pause to allow shareholders to submit questions. Conclude the Q and A discussion. Bill, back to
you. Thank you very much, Russ, and thank you very much to everyone for attending our 2020 Annual Meeting of Shareholders. This now concludes our event. Thank you, everybody.