Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Regulations under the Exchange Act require public companies, including our Company, to maintain “disclosure controls and procedures,” which are defined in Rule 13a-15(e) and Rule 15d-15(e) to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required or necessary disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management as of December 31, 2024, that our disclosure controls and procedures were effective at the reasonable assurance level for this purpose.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended December 31, 2024, the following directors and Section 16 officers adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):
• Larry Quinlan , a member of our board of directors , adopted a trading plan on November 1, 2024 . The plan, which expires April 30, 2025 , provides for the sale of 830 shares of our common stock during the plan period.
• Gina Mastantuono , our Chief Financial Officer , adopted a trading plan on November 22, 2024 . The plan, which expires October 31, 2025 , provides for the sale of (i) up to 352 shares of our common stock and (ii) up to 80% of the net vested shares resulting from the vesting of 14,467 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net vested shares are net of tax withholding.
• Frederic Luddy , a member of our board of directors , adopted a trading plan on November 26, 2024 . The plan, which expires May 30, 2025 , provides for the sale of 100% of the net vested shares resulting from the vesting of 428 restricted stock units during the plan period, subject to certain vesting conditions.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be incorporated by reference from our definitive proxy statement to be filed pursuant to Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be incorporated by reference from our definitive proxy statement to be filed pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be incorporated by reference from our definitive proxy statement to be filed pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item will be incorporated by reference from our definitive proxy statement to be filed pursuant to Regulation 14A.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be incorporated by reference from our definitive proxy statement to be filed pursuant to Regulation 14A.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Annual Report on Form 10-K:
(a) Financial Statements
The information concerning our financial statements, and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled “Consolidated Financial Statements and Supplementary Data.”
(b) Financial Statement Schedules
All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in Item 8, entitled the “Consolidated Financial Statements and Supplementary Data.”
(c) Exhibits
The list of exhibits filed with this report is set forth in the Exhibit Index following the signature pages and is incorporated herein by reference.
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ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
Exhibit
Number
Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
3.1
Restated Certificate of Incorporation of Registrant, as amended
8-K 001-35580 3.1 6/9/2021
3.2
Restated Bylaws of Registrant
8-K 001-35580 3.2 6/9/2021
4.1
Form of Common Stock Certificate
S-1/A 333-180486 4.1 6/19/2012
4.2
Indenture, dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association
8-K 001-35580 4.1 8/11/2020
4.3
First Supplemental Indenture (including Form of Note), dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association
8-K 001-35580 4.2 8/11/2020
4.4
Description of Registrant’s Securities Registered Under Section 12 of the Exchange Act
10-K 001-35580 4.5 2/3/2022
10.1*
Form of Indemnification Agreement
10-K 001-35580 10.1 2/27/2015
10.2*
2012 Equity Incentive Plan, as amended through January 29, 2019
10-K 001-35580 10.3 2/27/2019
10.3*
Form of Stock Option Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 2020
10-Q 001-35580 10.1 7/30/2020
10.4*
Form of Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 2020
10-Q 001-35580 10.2 7/30/2020
10.5*
ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan
8-K
001-35580 10.1 6/2/2023
10. 6 *
Form of equity agreements under the Amended and Restated 2021 Equity Incentive Plan
10-Q 001-35580 10.1 7/28/2022
10.7*
Amended and Restated 2012 Employee Stock Purchase Plan
8-K 001-35580 10.2 6/9/2021
10.8*
Form of Subscription Agreement under the Amended and Restated 2012 Employee Stock Purchase Plan
10-Q 001-35580 10.2 7/28/2022
10.9*
ServiceNow, Inc. Executive Severance Policy
8-K
001-35580 10.2 12/27/2024
10.10*
2022 New-Hire Equity Incentive Plan
S-8 333-268298 4.4 11/10/2022
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Exhibit
Number
Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
10.11*
Employment Agreement dated October 22, 2019 between the Registrant and William R. McDermott
8-K 001-35580 10.1 10/23/2019
10.12*
Amendment to Employment Agreement dated March 24, 2020 between the Registrant and William R. McDermott
8-K 001-35580 10.1 3/27/2020
10.13*
Employment Agreement dated November 15, 2019 between the Registrant and Gina Mastantuono
8-K 001-35580 10.1 11/18/2019
10.14*
Confirmatory Employment Letter Agreement dated October 31, 2017, between the Registrant and Chirantan J. Desai
10-Q 001-35580 10.1 11/6/2017
10.15*
Temporary Relocation dated July 28, 2023, by and between the Registrant and Chirantan J. Desai
10-Q
001-35580 10.1 10/26/2023
10.16*
Extension of Temporary Relocation Agreement, dated April 1, 2024, by and between the registrant and Chirantan J. Desai
10-Q 001-35580 10.1 7/25/2024
10.17*
Mutual Separation and Release Agreement dated July 24, 2024, between the Company and Chirantan J. Desai
10-Q 001-35580 10.1 10/24/2024
10.18*
Form of Amendment to Employment Agreement between the Registrant and each of Gina Mastantuono and Chirantan J. Desai
8-K 001-35580 10.1 4/16/2021
10.19*
Employment Letter Agreement dated June 18, 2021 by and between the Registrant and Jacqueline Canney
10-Q 001-35580 10.1 10/28/2021
10.20*
Employment Letter Agreement dated April 26, 2022, as amended, by and between Registrant and Paul Smith
10-Q 001-35580 10.3 4/28/2022
1 0.2 1 *
International Secondment Agreement dated April 2, 2024, by and between the Registrant and Paul Smith
10-Q 001-35580 10.2 7/25/2024
10.2 2 *
Employment Letter Agreement dated November 25, 2024, by and between the Registrant and Paul Smith
X
10.23*
Employment Letter Agreement dated September 18, 2024, by and between the Registrant and Amit Zavery
8-K
001-35580 10.1 10/23/2024
10.24*
Form of Amendment to Employment Agreement between the Registrant and each of William R. McDermott, Gina Mastantuono and Jacqueline Canney
8-K 001-35580 10.1 12/27/2024
19.1
I nsider Trading Policy
X
21.1
Subsidiaries of the Registrant
X
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Exhibit
Number
Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
23.1
Consent of independent registered public accounting firm
X
24.1
Power of Attorney. Reference is made to the signature page hereto
X
31.1
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Periodic Report by President and Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2**
Certification of President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1*
Incentive-Based Compensation Recovery Policy
10-K 001-35580 97 1/25/2024
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
* Indicates a management contract, compensatory plan or arrangement.
** The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: January 29, 2025
S ERVICE N OW , I NC .
By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William R. McDermott and Gina Mastantuono, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ William R. McDermott Chairman and Chief Executive Officer
(Principal Executive Officer)
January 29, 2025
William R. McDermott
/s/ Gina Mastantuono President and Chief Financial Officer
(Principal Financial Officer)
January 29, 2025
Gina Mastantuono
/s/ Kevin T. McBride Chief Accounting Officer
( Principal Accounting Officer )
January 29, 2025
Kevin T. McBride
/s/ Frederic B. Luddy Director January 29, 2025
Frederic B. Luddy
/s/ Deborah Black
Director January 29, 2025
Deborah Black
/s/ Susan L. Bostrom Director January 29, 2025
Susan L. Bostrom
/s/ Teresa Briggs Director January 29, 2025
Teresa Briggs
/s/ Jonathan C. Chadwick Director January 29, 2025
Jonathan C. Chadwick
/s/ Paul E. Chamberlain Director January 29, 2025
Paul E. Chamberlain
/s/ Lawrence J. Jackson, Jr. Director January 29, 2025
Lawrence J. Jackson, Jr.
/s/ Jeffrey A. Miller Director January 29, 2025
Jeffrey A. Miller
/s/ Joseph M. Quinlan Director January 29, 2025
Joseph M. Quinlan
/s/ Anita M. Sands Director January 29, 2025
Anita M. Sands
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