ServiceNow Inc.

12/05/2025 | Press release | Distributed by Public on 12/05/2025 15:11

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2025, the shareholders of ServiceNow, Inc. (the "Company") approved an Amended and Restated Certificate of Incorporation of the Company (the "Amended and Restated Charter") to effect a 5-for-1 stock split (the "Stock Split") of the Company's common stock, with a proportionate increase in the number of shares of authorized common stock. The Amended and Restated Charter will become effective at 4:05 p.m. Eastern Time on December 17, 2025.
As a result of the Stock Split, each Company shareholder of record at the close of market on December 16, 2025, will receive four additional shares for each share of Common Stock held as of such date, which will be reflected in their accounts on or about December 17, 2025. Trading is expected to begin on a split-adjusted basis on or about December 18, 2025.
The foregoing description of the Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Shareholder approval of the Amended and Restated Charter occurred at a Special Meeting of Shareholders on December 5, 2025. The voting results on the proposal to approve the Amended and Restated Charter were as follows:
Shares For Shares Against Shares Abstaining Broker Non-Votes
182,387,630 61,141 46,127 0
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