SERVICENOW, INC. | Right To Act By Written Consent at SERVICENOW, INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
NOW
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders 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.
Supporting statement
ServiceNow (NOW) shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for NOW shareholders to call for a special shareholder meeting. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting ? yet NOW made the threshold 15% of shareholders based on all shares outstanding and then excluded all NOW shares that were not long-term shares, which excludes the NOW shares most likely to call for a special shareholder meeting. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when NOW underperforms. The following challenging 2025 news reports on NOW make it more important to adopt this proposal without delay: NOW stock fell by over 10% through much of 2025 and was down 12% to 16% year-to-date by November, significantly underperforming the Nasdaq and the broader tech sector, which saw substantial gains. In early 2025, NOW issued a 2025 subscription revenue forecast that fell short of analyst expectations, leading to a significant stock drop. This was attributed to a slower-than-expected short-term sales bump from AI and unfavorable foreign exchange (forex) impacts. The projected subscription revenue growth rate for 2025 (around 19.5-20% on a non-GAAP constant currency basis) was slower than the 23% growth rate seen in 2024, which concerned shareholders. The stock's high valuation (trading at a premium P/E ratio) made investors nervous and contributed to the "risk-off" attitude seen in late 2025, with concerns about potential multiple contractions. NOW?s performance was also impacted by general macroeconomic challenges and tariff-related uncertainties throughout the year. Increased competition from major players like Oracle and Salesforce, with Salesforce announcing a focus on the IT service management area, poses a long-term risk. NOW insiders were selling shares, sending a cautionary message.

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