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 is 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: Gina Mastantuono, President and Chief Financial Officer; Amit Zavery, President, Chief Product Officer and Chief Operating Officer; and Russ Elmer, General Counsel and Corporate Secretary, who will also serve as Secretary of this meeting. I would now like to introduce Lou Larson, representing Broadridge, who will be serving as Inspector of Elections 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 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 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 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 have not 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 seven proposals that will be considered at this meeting. For shareholder proposals, proponents will be given three minutes to present their proposals. We will allow for questions related 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 republishing and answering each question received on the Investor Relations section of our website following the meeting. March 24, 2025, 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, 2025, 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 was made available for inspection at least 10 days prior to this meeting, consistent with Delaware law. Broadridge has examined the proxies received and reports that 183,385,218 shares, or 88.59% 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 represented at this meeting either virtually 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 seven proposals on which the shareholders will be voting, which are described in the proxy statement.
Proposal 1 is the election of nine directors to serve one-year terms, which will expire at the end of the annual shareholders' meeting next year. Proposal 2 is an advisory vote to approve ServiceNow's named executive officer compensation. Proposal 3 is the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025. Proposal 4 is a proposal to approve amendments to the certificate of incorporation to reflect Delaware law regarding officer exculpation and other immaterial changes. Proposal 5 is a proposal to approve amendments to the certificate of incorporation to eliminate supermajority voting provisions. Proposal 6 is a shareholder proposal regarding Right to Cure purported nomination defects. Proposal 7 is a shareholder proposal to remove the one-year holding period requirement to call a special meeting of shareholders. Now it is time to walk through the seven proposals and allow for questions.
Proposal 1 is the election of nine directors. The board's nominees for election are Bill McDermott, Susan Bostrom, Teresa Briggs, Jonathan Chadwick, Paul Chamberlain, Lawrence Jackson, Frederic Levy, 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 shareholders' intent to nominate persons as directors. 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. There being no questions on this, we'll move on. Proposal 2 is an advisory vote to approve ServiceNow's named executive officer compensation. The board recommends a vote for this proposal.
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. Again, I'm not seeing any questions, so 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, 2025. We have on the line with us today Stephen Mack, partner at PricewaterhouseCoopers. The board recommends a vote for this proposal. 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. Again, I am seeing no questions, so we'll move on. Proposal 4 is a proposal to approve amendments to the certificate of incorporation to reflect Delaware law regarding officer exculpation and other immaterial changes.
The board recommends a vote for this proposal. We'll 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. Again, I'm seeing no questions on this matter, so we will move on. Proposal 5 is a proposal to approve amendments to the certificate of incorporation to eliminate supermajority voting provisions. The board recommends a vote for this proposal. We'll 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. Again, I'm seeing no questions, so we'll move on. Proposal 6 is a shareholder proposal from James McRitchie and Myra K. Young, requesting that we amend our bylaws to include a right to cure purported nomination defects. Mr. McRitchie will present Proposal 6.
Please note the views expressed by Mr. McRitchie do not reflect the views of ServiceNow's directors, officers, or employees. As indicated in the proxy statement, the Board recommends a vote against this proposal. Mr. McRitchie, you may now present the proposal.
Your line is now unmuted. You may begin.
Thank you. Good morning. This is James McRitchie, publisher of corpgov.net and the proponent of Proposal Number 6, Right to Cure. This proposal is fair and straightforward. It asks that if a shareholder makes a minor mistake in nominating a board candidate, something like omitting a ZIP code or a business address, ServiceNow would notify them within 14 days while there's still time to fix it. We're not asking for special treatment. We're asking for basic decency and due process. Currently, suppose you file a nomination early in the window and make a small immaterial error. In that case, ServiceNow can wait until the window closes to reject your submission, leaving you no way to correct it, no time to respond, and no alternative but to sue. That's not just inefficient. It's hostile to shareholders, and it wastes corporate resources. This is not a theoretical problem.
Delaware courts have recently rebuked companies in similar situations, like the cases of Kellner v. AIM Immunotech and Driver Opportunity Partners v. Adams. Courts are increasingly scrutinizing boards that use technicalities to silence shareholders. Proposal Six would align ServiceNow with the practices or commitments of Microsoft, Costco, Exact Sciences, and other companies that have worked with shareholders to adopt the Right to Cure. ServiceNow stands alone in opposing this practical safeguard. Let's be clear. The board's opposition isn't about efficiency. It's about control. Every year, ServiceNow's directors mostly nominate themselves for reelection. Under the current rules, they can shut out challengers on a technicality without even disclosing the problem until it's too late to do anything but litigate. That's not democratic governance. It's a rigged game. And who pays when shareholders are forced to litigate? Not the directors. We do, the shareholders.
Let's put an end to this game of gotcha. Let's encourage transparency, competition, and accountability. I urge you to vote for Proposal Number 6, and I hope ServiceNow will allow you time to change your vote if you desire to do so. Thank you for your attention. I'm now finished presenting.
Thank you very much, Mr. McRitchie. There is certainly time for shareholders to change their vote if they wish to. As stated previously, the board recommends a vote against this proposal. We'll now take any other questions or comments about this proposal. Again, you may submit your question via the Ask a Question tool on the annual meeting platform. Okay. I'm not seeing any questions. There is a question that, frankly, relates to Proposal Number 1 about directors, which is which director serves on the most boards. The answer to that question is both Teresa Briggs and Jonathan Chadwick serve on three additional boards each. All that information about their participation and their board memberships is disclosed fully in the proxy. Thank you very much. That's as to Proposal Number 1. As to Proposal Number 6, I'm seeing no questions.
There being no further questions, we'll move on. Proposal 7 is a shareholder proposal from John Chevedden requesting that we remove the one-year holding period requirement to call a special meeting of shareholders. Mr. Chevedden will present Proposal 7. Please note 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 recommends a vote against this proposal. Mr. Chevedden, you may now present the proposal.
Your line is now unmuted. You may begin.
Hello. This is John Chevetton, Special Shareholder Meeting Improvement. Charles, ask the Board of Directors to remove the current provision that considers the voice of ServiceNow shareholders as non-shareholders. Currently, all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important business matter. The current one-year exclusion for all shares held for less than one year makes the current so-called shareholder right to call for a special shareholder meeting useless. There's no point to have a useless right on the books of ServiceNow.
The reason to enable shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire more ServiceNow shares to equal the challenging 15% share ownership requirement of all shares outstanding to call for a special shareholder meeting when there is an urgent matter to consider. If ServiceNow is in need of a turnaround, ServiceNow shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting if they have to sit on their shares for one year to call for a special shareholder meeting. There's no concern that enabling all shareholders to participate in calling for a special shareholder meeting makes it too easy.
It's almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, although a large number of companies enable all shareholders to participate in calling for a special shareholder meeting. With the widespread use of online shareholder meetings, it is much easier for a company to conduct a special shareholder meeting for important business matters, and ServiceNow bylaws need to be updated accordingly. The vote for this proposal will be understated because, in addition to the proxy publication of this proposal, which has both pro and con views on this proposal, the ServiceNow board of directors spends shareholder money publishing and distributing glossy proxy materials with only negative views on this proposal. The proponent does not have the deep pockets to make an equal response. Please vote yes, Special Shareholder Meeting Improvement, Proposal 7.
Thank you very much, Mr. Chevedden. As stated previously, the board recommends a vote against this proposal. 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. I am not seeing any questions about this proposal, so we will move on. Because no further business is scheduled to come before the shareholders, it is now approximately 10:16 A.M. Pacific Time on May 22, 2025, and the polls have been opened. If you previously voted via the internet, telephone, or mail, you do not 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. We will now allow time for any shareholders to vote their shares. Okay. It is now approximately 10:17 A.M. on May 22, 2025, 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 Elections, recorded as stated in the minutes of this meeting, and also filed with the SEC in a current report on a Form 8-K within four business days. For Proposal 1, 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 nine individuals nominated have each received more for votes than against and have been elected. The vote required to approve Proposal 2 and 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 the compensation of our named executive officers.
The vote required to approve Proposal 3 to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025 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, 2025. The vote required to approve Proposal 4 to approve amendments to the certificate of incorporation to reflect Delaware law regarding officer exculpation and other immaterial changes is the affirmative vote of a majority of all outstanding shares of common stock.
The votes have been counted, and the shareholders approved the amendments to the certificate of incorporation to reflect Delaware law regarding officer exculpation and other immaterial changes. The vote required to approve Proposal 5 to approve amendments to the certificate of incorporation to eliminate supermajority voting provisions is the affirmative vote of at least two-thirds of all outstanding shares of common stock. The votes have been counted, and the shareholders approved the amendments to the certificate of incorporation to eliminate supermajority voting provisions. The vote required to approve Proposal 6, the shareholder proposal regarding the right to cure purported nomination defects, 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 did not approve the shareholder proposal regarding Right to Cure purported nomination defects. The vote required to approve Proposal 7, the shareholder proposal to remove the one-year holding period requirement to call a special meeting of shareholders, 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 did not approve the shareholder proposal to remove the one-year holding period requirement to call a special meeting of shareholders. This concludes the formal portion of the annual shareholders' meeting, which we will now deem as officially adjourned. We will now 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 captioned risk factors in our most recent annual report on Form 10-K. 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. The first question is, will tariffs impact ServiceNow and how? To answer that question, I would ask Gina Mastantuono, our CFO, to answer that question.
Thank you, Russ. With respect to tariffs for 2025, we expect there to be a very nominal impact to our results. As you would imagine, the tariff situation is quite fluid, and we monitor it directly and often. At this point in time, as I said, we do not expect any material impact in 2025, nor do we anticipate a very material impact going forward, but we will monitor it as the tariff laws come to fruition. Thanks, Russ.
Thank you very much, Gina. I am seeing no further questions. With that, I will now turn it back over to Bill to close our meeting.
Thank you very much, Russ, and thank you everyone for attending our 2025 Annual Shareholder Meeting. Have a great day. Thank you. Take care.
This concludes today's meeting. You may now disconnect.