Welcome to the annual meeting for ServiceNow. I will now turn the call over to Bill McDermott, CEO of ServiceNow. You may begin.
Good morning, ladies and gentlemen. I am Bill McDermott, CEO of ServiceNow, chairman of the board of directors, and chairperson of this annual meeting. It's a pleasure to welcome you to our annual shareholders meeting. I now call this meeting to order. I would now like to introduce the corporate officers who are with us this morning. CJ Desai, President and Chief Operating Officer, Gina Mastantuono, Chief Financial Officer, and Russ Elmer, General Counsel and Corporate Secretary, who will also serve as the secretary of this meeting. I would now like to introduce Lou Larson, 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 PricewaterhouseCoopers, our independent registered public accountants, joining us today.
We will now conduct the formal business matters of the meeting, and Russ will begin by reviewing the procedures for this meeting and the proposal. 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 using a virtual-only platform for our annual meetings, we hope to encourage greater attendance among shareholders, while expanding the ability for shareholders to communicate with management and our board. The format of today's meeting allows shareholders to attend and ask questions of management and our board, regardless of their location. As a reminder, this meeting is being conducted in accordance with the company's bylaws and the meeting rules of conduct. The agenda and rules of conduct are posted on the virtual meeting website. In order to allow for an orderly meeting and permit sufficient time for any questions, we 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 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 four proposals that will be considered at this meeting and allow time 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. March 26, 2024, was fixed by the board 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 4, 2024, the notice of meeting and availability of proxy materials were mailed to the holders 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 company's issued and outstanding shares of common stock as of the close of business on the record date is available for inspection during this meeting by any shareholder. The list is located at the bottom of the annual meeting platform page and will be filed with the records of the company. Broadridge has examined the proxies received and reports that 184,062,758 shares, or 89.61% of the total shares of common stock of ServiceNow entitled to vote, are represented by proxies at this virtual meeting. A majority of the votes entitled to be cast are presented at this meeting, either virtually present or by proxy. A quorum is therefore present, and the meeting may now proceed. I will now review the proposals and voting procedures.
We have four proposals on which shareholders will be voting, which are described in the proxy statement. Proposal one is the election of 11 directors to serve a one-year term, which will expire at the next annual shareholder meeting. Proposal two is an advisory vote to approve ServiceNow's named executive officer compensation. Proposal three is the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024. Proposal four is a shareholder proposal regarding simple majority vote. Now it is time to walk through the four proposals and allow for questions. Proposal one is the election of 11 directors. The board's nominees for election are Bill McDermott, Deborah Black, Susan Bostrom, Teresa Briggs, Jonathan Chadwick, Paul Chamberlain, Lawrence Jackson, Frederic Luddy, Jeffrey Miller, Joseph Larry Quinlan, and Anita Sands, each to serve a one-year term, which will expire at the next annual shareholders meeting.
The Board recommends a vote for each of these nominees. Our Bylaws require that a shareholder provide advance notice of such shareholder's 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 these proposals. Again, you may submit your question via the Ask a Question tool on the annual meeting platform.... We have not received any questions about this proposal, so we will move on. Proposal two is an Advisory vote to approve ServiceNow's Named Executive Officer compensation. The Board recommends a vote for the approval of our Named Executive Officer's compensation. 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. There being no questions on this proposal, we will move on.
Proposal 3 is the ratification of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm for the year ending December 31, 2024. We have on the line with us today, Steven Mack, partner at PricewaterhouseCoopers. The board recommends a vote for the ratification of the appointment of PricewaterhouseCoopers. 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 there are no questions about this proposal, so we will move on to the fourth. Proposal 4 is a shareholder proposal from John Chevedden, requesting that we eliminate any provisions in our restated certificate of incorporation and bylaws that require more than a simple majority vote.
Mr. Chevedden is on the line and will present proposal four. Please note that the views expressed by Mr. Chevedden do not reflect the views of ServiceNow's directors, officers, or employees. As indicated in the proxy statement, the board makes no recommendation on this proposal and will carefully consider the outcome of the vote when deciding how to proceed. Mr. Chevedden, you may now present the proposal.
Hello, this is John Chevedden, Proposal Four, simple majority vote. Shareholders request that our Board of Directors take each step necessary so that each voting requirement in our charter and Bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals or a simple majority. This includes making the necessary changes in plain English. This proposal will replace the current 67% shareholder approval requirement that can be required in order for ServiceNow shareholders to improve the Bylaws of ServiceNow. The current 67% requirement is deceptive because the 67% requirement is based on all shares outstanding. This could now take an 80% approval from the shares that actually voted at an annual meeting to improve the Bylaws of ServiceNow.
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance, according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Supermajority requirements can be used to block initiatives supported by most shareholders, but opposed by a status quo management. This proposal topic went from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, and Macy's. These votes would have been higher than 74% to 88% support if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98% support at the 2023 annual meetings of American Airlines and the Kellogg Company. Please vote yes, simple majority vote, Proposal Four.
Thank you very much, Mr. Chevedden. As stated previously, the board makes no recommendation on this proposal and will carefully consider the outcome of the vote when deciding how to proceed. We will now take any questions or comments about this proposal, and again, you may submit your question via the Ask a Question tool on the annual meeting platform. And again, there are no questions on this matter, so we will move on. Now, because no further business is scheduled to come before the shareholders, it is now approximately 10:11 A.M. on May 23, 2024, and the polls have been opened. 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 if you 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. We will now allow time for any shareholders to vote their shares. Any votes, votes are coming in. Okay. All right, so it is now approximately 10:12 A.M. Pacific on May 23, 2024, 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-K within four business days. For Proposal one, a director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against. The votes have been counted, and the 11 individuals nominated have each received more for votes than against, and therefore have been elected. The vote required to approve Proposal two, an advisory vote, to approve ServiceNow's Named Executive Officer 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 approved the advisory vote on compensation of our named executive officers. The vote required to approve Proposal three, to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, 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, 2024.
The vote required to approve Proposal four, the shareholder proposal regarding simple majority vote, 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 approved the shareholder proposal regarding removal of supermajority voting provisions. This concludes the formal portion of the annual shareholders meeting, which we will now deem as officially adjourned. Thank you all very much for your participation in this annual meeting. So now we'll move to the Q&A discussion. I want to remind you that the Q&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. These risk factors are more fully detailed under the caption Risk Factors in our most recent annual report on Form 10-K. In addition, any forward-looking statements that we may 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. Our first question, I'm gonna ask, Bill to answer is: Can you name the three largest customers signed recently?
Sure, I'd be glad to. One would be IBM. They're combining the power of the Now Platform with watsonx to improve productivity for their employees, customers, and partners. Another one would be NEOM in the Kingdom of Saudi Arabia. They're harnessing the ServiceNow platform as a single data model to foster partnerships and scale IT services across the Middle East region. And then there are governments like Australia and São Paulo that are using the ServiceNow platform to give citizens fast, transparent experiences that drive productivity.
Thank you very much, Bill. Our next question is one that I'm gonna ask our CFO, Gina Mastantuono, to answer, which is: What factors would be considered in making share buybacks?
Hi, Russ. Thank you. So last year, we announced that our board authorized a share buyback in the amount of $1.5 billion. We are focused that buyback on reducing employee dilution to less than 1%. So that's our buyback strategy.
Thank you very much, Gina. We really appreciate it. And we are not seeing any more questions. Okay, and no more have come in. So that concludes the Q&A discussion. I will now turn it back over to Bill to close our meeting.
Well, thank you very much, Russ, and thank you all for attending our 2024 Annual Shareholders Meeting. We greatly appreciate it. Take good care.
Ladies and gentlemen, this concludes today's meeting. Thank you all for joining, and you may now disconnect.