Resolved clause"Resolved: James McRitchie, of CorpGov.net, requests ServiceNow Inc. (“ServiceNow” or
“Company”) provide a report, updated semiannually, disclosing ServiceNow’s:
1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:
a. The identity of the recipient as well as the amount paid to each; and b. The title(s) of the person(s) in the Companyresponsiblefordecision-making.
The report shall be presented to the board of directors or relevant board committee and posted on ServiceNow’s website within 12 months after the annual meeting. This proposal does not encompass lobbying spending."
Supporting statement"Supporting Statement: As long-term shareholders of ServiceNow, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.
Political spending can adversely impact a company’s reputation, value, and bottom line. The risk is especially serious when involving trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes companies might not otherwise support.
The Conference Board’s “Under a Microscope”1 details these risks, recommends the process suggested in this proposal, and warns:
a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity—and the risks that come with it—into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values.
We ask ServiceNow to disclose all its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes–and are otherwise undisclosed. This would bring our Company in line with leading companies, including Becton, Dickinson and Company, Bristol-Myers Squibb Company, Boston Scientific Corp. Intuit, PayPal, and VeriSign.
ServiceNow ranks in the bottom tier for 2022 CPA-Zicklin Index disclosure.2 Without knowing the recipients of ServiceNow's political dollars, we cannot assess alignment with its policies on climate change and sustainability or other areas of concern, which reasonable investors consider material information.
Enhance Shareholder Value, Vote FORPolitical Disclosure – Proposal [4*]
1 https://www.conference-board.org/publications/2 https://www.politicalaccountability.net/wp-content/uploads/2022/10/2022-CPA-Zicklin-Index.pdf"