Welcome to the annual meeting for ServiceNow. I will now turn the call over to Bill McDermott, Chairman and 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 will 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, Hossein Nowbar, President, Chief Legal Officer, and Secretary, who will also serve as secretary of this meeting. I would now like to introduce Louis 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 Hossein will begin by reviewing the procedures for this meeting and the proposals. Hossein?
Thank you, 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 us. The format of today's meeting allows shareholders to attend and ask questions of management 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.
Shareholders were permitted to submit questions related to the proposals in advance of our meeting and are allowed to do so during the course of this meeting. If you haven't done so already, and you would like to submit a question 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 six proposals that will be considered at this meeting. For the shareholder proposal, the proponent will be given three minutes to present their proposal. We will allow time 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 publishing each question answered on the investor relations section of our website following the meeting. March 23, 2026, 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 and are entitled to vote at this meeting. We have been presented an affidavit of Broadridge attesting that commencing on April 6, 2026, 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 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 876,729,806 shares, or 84.61% of the total shares of common stock of ServiceNow entitled to vote are represented by proxies at this virtual meeting. A majority of the shares of common stock entitled to vote 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 6 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 a one-year term, which will expire at the next annual shareholders meeting. Proposal 2 is an advisory vote to approve ServiceNow's named executive officer compensation. Proposal 3 is an advisory vote to approve the frequency of future advisory votes on executive compensation. Proposal 4 is a ratification of the PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. Proposal 5 is the approval of the amended and restated 2021 Equity Incentive Plan. Proposal 6 is a shareholder proposal regarding shareholder right to act by written consent. Now it is time to walk through each of the six 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, Paul Chamberlain, Lawrence Jackson, Frederic B. Luddy, Larry Quinlan, Anita Sands, and Eric Yuan, each to serve a one-year term which will expire at the next annual shareholders' meeting. The board recommends a vote for each of the nominees. Our bylaws require that a shareholder provide advance notice of such shareholder's 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 this proposal. Again, you may submit your question via the Ask a Question tool on the annual meeting platform. There being no questions, we will 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. There being no questions, we will move on. Proposal 3 is an advisory vote to approve the frequency of future advisory votes on executive compensation. The Board recommends a vote of one year on this proposal. We will now take any questions or comments about this proposal. Again, you may submit your questions via the Ask a Question tool on the annual meeting platform. There being no questions, we will move on. Proposal 4 is a ratification of PricewaterhouseCoopers as an independent registered public accounting firm for the year ending December 31, 2026. We have on the line with us today Steve Mack, partner of 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. There being no questions, we will move on. Proposal 5 is the approval of the amended and restated 2021 Equity Incentive Plan to increase the number of shares reserved for issuance. 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. There being no questions, we will move on. Proposal 6 is a shareholder proposal from John Chevedden regarding the shareholder right to act by written consent. Mr. Chevedden will present Proposal 6. 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.
Hello, this is John Chevedden. Proposal 6, shareholder right to act by written consent. Shareholders request the board of directors take the necessary steps to prevent written consent by the shares 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. ServiceNow shareholders have a particular need for a right to act by written consent because it's considerably more difficult than necessary for ServiceNow shareholders to call for a special shareholder meeting.
Shareholders acting by written consent and calling for a special shareholder meeting are two means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. According to state laws, ServiceNow shareholders can have the right to act by written consent and the right to call for a special shareholder meeting. Both rights allow shareholders to take action between annual meetings. Shame on ServiceNow for suggesting that shareholders limit themselves to one shareholder right when ServiceNow shareholders can be entitled to two shareholder rights under state law. It's especially important for ServiceNow shareholders to have the right to act by written consent because ServiceNow shareholders have only an unattainable right to call for a special shareholder meeting. ServiceNow disqualifies a substantial block of its shares from participating in calling for a special shareholder meeting.
Shareholders of more than 100 companies have voted on a right to call for a special shareholder meeting. Not one of these 100 companies have ever cited even one special shareholder meeting actually taking place at a company that disqualifies a substantial block of its shares. It is important to adopt a shareholder right to act by written consent because the current ServiceNow right to call for a special shareholder meeting is unattainable. Please vote yes, shareholder right to act by written consent, Proposal 6.
Thank you, 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. There being no questions, we will move on. Because no further business is scheduled to come before the shareholders, it is now approximately 10:12 A.M. on May 21, 2026, 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 didn't previously vote or wish to change your vote, you may do so 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. It is now approximately 10:13 A.M. on May 21, 2026, 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 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, 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 presented 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 voting standard for Proposal 3 is that the frequency receiving the greatest number of votes cast on this proposal by shareholders virtually present or represented by proxy and entitled to vote at the meeting will be deemed the frequency recommended by shareholders. The votes have been counted, and the shareholders have voted to hold future advisory votes on executive compensation every year.
The vote required to approve Proposal 4, to ratify PricewaterhouseCoopers as the independent registered public accounting firm for the year ending December 31, 2026, is the affirmative vote of the majority of the outstanding shares of the 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 has been ratified as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote required to approve Proposal 5, to approve the amended and restated 2021 Equity Incentive Plan, is the affirmative vote of a majority of the outstanding shares of the 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 amended and restated 2021 Equity Incentive Plan. The vote required to approve Proposal 6, the shareholder proposal regarding the shareholder right to act by written consent, 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 shareholder right to act by written consent. This concludes the formal portion of the annual shareholders meeting, which we will now deem as officially adjourned,
Thank you, Hossein.
Bill, one more. 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 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. Any forward-looking statements that we make today are based on the 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. I now turn it back over to Bill to close our meeting.
Thank you, Hossein, and thank you very much to everyone for attending our 2026 annual shareholders meeting. Take good care.
Thank you again for joining us today. This does conclude today's conference call. You may now disconnect.