ServiceNow

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 26, 2021, the Board appointed Kevin T. McBride, age 51, as the Company’s Principal Accounting Officer, effective November 1, 2021. Gina Mastantuono, the Company’s Chief Financial Officer, will cease to serve in the capacity of Principal Accounting Officer upon the effectiveness of Mr. McBride’s appointment, but continues to serve as the Company’s Chief Financial Officer (Principal Financial Officer). Starting November 1, 2021, Mr. McBride will serve as the Company’s SVP, Corporate Controller and Chief Accounting Officer. From January 2016 to October 2021, Mr. McBride served as VP, Corporate Controller, PAO of Intel Corporation, a technology company (“Intel”). From September 2000 to December 2015, Mr.

On September 14, 2021, Fay Sien Goon resigned as the Chief Accounting Officer of ServiceNow, Inc. (the “Company”), effective as of October 14, 2021, in order to pursue another career opportunity. In connection with Ms. Goon’s resignation, Gina Mastantuono, the Company’s Chief Financial Officer, will perform the functions of the Company’s principal accounting officer from the date of Ms. Goon’s resignation until a successor is appointed. Ms. Mastantuono will continue to serve as the Company’s Chief Financial Officer. Ms. Mastantuono’s biographical information and information regarding any related party transactions between Ms. Mastantuono and the Company subject to disclosure under Item 404(a) of Regulation S-K are disclosed in the Company’s Proxy Statement for its 2021 annual meeting of shareholders.

(d) On August 20, 2021, the B oard of Directors (the “Board”) of the ServiceNow, Inc. (the “Company”) expanded the size of the Board from eleven to twelve members and appointed Sukumar Rathnam to serve as a director. The Board determined that Mr. Rathnam is an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Rathnam has not been, and is not expected to be, named to any committee of the Board at this time. There are no arrangements or understandings between Mr. Rathnam and any other persons pursuant to which he was selected as a director. There are no family relationships between Mr. Rathnam and any director or executive officer of the Company. Other than as disclosed herein, Mr. Rathnam does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr.

(b) On July 28, 2021, the Board of Directors (the “Board”) of the ServiceNow, Inc. (the “Company”) expanded the size of the Board from ten to eleven members and appointed Joseph “Larry” Quinlan to serve as a director. The Board determined that Mr. Quinlan is an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Quinlan has not been, and is not expected to be, named to any committee of the Board at this time. There are no arrangements or understandings between Mr. Quinlan and any other persons pursuant to which he was selected as a director. There are no family relationships between Mr. Quinlan and any director or executive officer of the Company. Other than as disclosed herein, Mr. Quinlan does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr.

(e) As described in Item 5.07 below, on June 7, 2021, at the 2021 annual meeting of shareholders (the “Annual Meeting”) of ServiceNow, Inc. (the “Company”), the Company’s shareholders approved the ServiceNow, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the ServiceNow, Inc. Amended and Restated 2012 Employee Stock Purchase Plan (the “Restated ESPP”). The 2021 Plan replaces the 2012 Equity Incentive Plan. The Restated ESPP extends the term of the 2012 Employee Stock Purchase Plan, removes the automatic increase (“evergreen”) provision and makes certain clarifying revisions. The 2021 Plan and the Restated ESPP had been previously approved, subject to shareholder approval, by the Board of Directors (the “Board”) of the Company.

(e) On April 15, 2021, the Leadership Development and Compensation Committee of the Board of Directors of ServiceNow, Inc. (the “Company”) approved an amendment to the employment agreements between the Company and each of Gina Mastantuono, Chirantan J. Desai, Kevin Haverty and Russell S. Elmer (the “Executives”) (together the “Amendments”). The Amendments remove the three-year term from certain provisions regarding the effect of termination of employment in connection with a change in control and absent a change in control. Except for the revisions noted herein, each of the Executive’s existing employment agreement will remain in full force and effect.

On November 10, 2020, Tamar Yehoshua informed ServiceNow, Inc. (“ServiceNow” or the “Company”) of her resignation from the Board of Directors (the “Board”), effective as of December 31, 2020. Ms. Yehoshua’s resignation was not a result of any disagreement with the Company. The Board expressed its appreciation for Ms. Yehoshua’s service to the Company and her invaluable contributions to the Board.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) On October 26, 2020, the Board of Directors (the “Board”) of the Company expanded the size of the Board from ten to eleven members and appointed Lawrence Johnell Jackson, Jr. to serve as a Class III director, effective immediately. The Board determined that Mr. Jackson is an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Jackson has not been, and is not expected to be, named to any committee of the Board at this time. There are no arrangements or understandings between Mr. Jackson and any other persons pursuant to which he was selected as a director. There are no family relationships between Mr. Jackson and any director or executive officer of the Company. Other than as disclosed herein, Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On September 11, 2020, Pat Wadors notified the Company of her decision to resign as Chief Talent Officer, effective by the end of 2020.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On July 28, 2020, after over nine years at ServiceNow, David Schneider notified the Company of his decision to retire from the Company at the end of 2020, and to serve as President, Emeritus until his retirement, acting as an advisor to the Chief Executive Officer. Mr. Schneider will remain employed by the Company but will resign from his position as the Company’s President, Global Customer Operations, effective July 29, 2020. Additionally, on July 28, 2020, Kevin Haverty was named Chief Revenue Officer, effective July 29, 2020. Mr. Haverty has been with ServiceNow for nine years, most recently as EVP, Worldwide Sales. For additional information, see the press release attached as Exhibit 99.2 to this Current Report on Form 8-K.

(e) As previously disclosed in the Current Report on Form 8-K of ServiceNow, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2019 (the “October 2019 8-K”), William R. McDermott’s employment agreement with the Company dated October 22, 2019 (the “Employment Agreement”) provides, among other things, that, in the event that Mr. McDermott’s prior employer does not make one or more of the required payments under that employer’s long term incentive plan despite Mr. McDermott’s best efforts to secure such payments, the Company will pay to Mr. McDermott cash amounts equal to the difference between the amount required to be paid to him and the amount actually received by Mr. McDermott from his prior employer, such payments not to exceed $21,115,498 in the aggregate (the “LTIP Make-Whole Payments”). Mr.

(b) and (c) As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2019 (the “Prior 8-K”), the Board of Directors (the “Board”) of ServiceNow, Inc. (“ServiceNow” or the “Company”) approved an offer to William R. “Bill” McDermott to become the Company’s President and Chief Executive Officer, effective on or before January 1, 2020, and John J. Donahoe notified the Company of his decision to resign from his position as the Company’s President and Chief Executive Officer, effective on or before December 31, 2019. On November 15, 2019, the Board appointed Mr. McDermott as the President and Chief Executive Officer, effective as of the close of business on November 15, 2019 (the “Effective Date”), and determined Mr.

(b) On October 21, 2019, John J. Donahoe notified the Company of his decision to resign from his position as the Company’s President and Chief Executive Officer, effective on or before December 31, 2019. Mr. Donahoe intends to continue to serve as a member of the Company’s Board of Directors (the “ Board ”) until his current term expires at the annual meeting of stockholders in 2020. (c) On October 21, 2019, based upon the recommendations of the Leadership Development and Compensation Committee of the Board and the Nominating and Governance Committee of the Board, the Board approved an offer to William R. McDermott, age 58, to become the Company’s President and Chief Executive Officer (“ CEO ”) and a member of the Board, each to become effective on or before January 1, 2020. From 2010 through 2014, Mr.

(b) As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2019, Michael P. Scarpelli notified the Company of his decision to resign from his position as the Company’s Chief Financial Officer after the release of the Company’s earnings for the second quarter of 2019. Mr. Scarpelli’s resignation is effective as of August 15, 2019. The Company has initiated a search for Mr. Scarpelli’s successor.

(b) On April 29, 2019, Michael P. Scarpelli notified ServiceNow, Inc. (the “Company”) of his decision to resign from his position as the Company’s Chief Financial Officer after the release of the Company’s earnings for the second quarter of 2019. The Company has initiated a search for Mr. Scarpelli’s successor. For additional information, see the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On April 18, 2019, Ronald E.F. Codd informed the Board of Directors of the Company (the “Board”) that he would not stand for re-election as a director at the conclusion of his current term of office at the Company's 2019 annual meeting of shareholders (the “Annual Meeting"). Mr. Codd has served on the Board since 2012, and currently serves on the Audit Committee. Mr. Codd conveyed that he believes it is the right time for him to retire from the Board as the Company enters its next phase of growth, and that his decision was not a result of any disagreement with the Company. The Board expressed its appreciation for Mr. Codd's service to the Company and his invaluable contributions to the Board during his term of service. On April 23, 2019, the Board approved a decrease in the size of the Board from eleven (11) to ten (10) members, effective immediately following the Annual Meeting.

(b), (c) and (d) On March 1, 2019, the Board of Directors (the “Board”) of ServiceNow, Inc. (“ServiceNow” or the “Company”) expanded the size of the Board from nine (9) to eleven (11) members and appointed each of Teresa Briggs and Tamar Yehoshua to serve as a Class I director, effective immediately. The Board determined that each of Mses. Briggs and Yehoshua is an independent director within the meaning of the New York Stock Exchange listing standards. Ms. Briggs is expected to be appointed as a member of the Audit Committee of the Board at a future date. Ms. Yehoshua has not been, and is not expected to be, named to any committee of the Board at this time. There are no arrangements or understandings between either of Mses. Briggs and Yehoshua and any other persons pursuant to which each of Mses. Briggs and Yehoshua was selected as a director.

On January 29, 2019, the Board of Directors of ServiceNow promoted David L. Schneider, 50, to President, Global Customer Operations with overall responsibilities to continue to oversee our sales organization and strengthen, expand and scale customer success capabilities, effective immediately. Mr. Schneider's biographical information and compensation information are included in the Company's proxy statement for its 2018 annual meeting of stockholders. There are no arrangements or understandings between Mr. Schneider and any other person pursuant to which Mr. Schneider was selected as an officer. There are no family relationships between Mr. Schneider and any director or other executive officer. Mr.

At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of ServiceNow, Inc. (the “Company”) on June 19, 2018, the Company's stockholders approved an amendment to the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) to provide that the total combined value of cash paid and equity awards granted to a non-employee director in any calendar year cannot exceed $750,000 in the aggregate. A summary of the amended 2012 Plan was included as part of Proposal No. 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2018 (the “Proxy Statement”). Such summary is qualified by and subject to the full text of the amended 2012 Plan, which was filed as Appendix A to the Proxy Statement and is incorporated by reference herein in its entirety.

(b) and (d) On April 23, 2018, the Board of Directors of the Company (the “Board”) expanded the size of the Board from nine (9) to ten (10) members and appointed Dennis M. Woodside to serve as a Class II director. The Board determined that Mr. Woodside is an independent director within the meaning of the New York Stock Exchange listing standards. On the same date, the Board appointed Mr. Woodside as a member of the Leadership Development and Compensation Committee. There is no arrangement or understanding between Mr. Woodside and any other persons pursuant to which Mr. Woodside was selected as a director. There are no family relationships between Mr. Woodside and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr.

(b) On August 31, 2017, in connection with his appointment as Chief Executive Officer of Pure Storage, Inc., Charles Giancarlo submitted his resignation from the Board of Directors of ServiceNow, Inc. (the “ Company ”), effective immediately. Mr. Giancarlo’s decision to resign as a director was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

David L. Schneider Employment Agreement Amendment On June 6, 2017, ServiceNow, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Employment Agreement, dated as of May 21, 2011 (as amended July 3, 2014, the “Employment Agreement”), by and between the Company and David L. Schneider, the Company’s Chief Revenue Officer. The Amendment extends the term of the Employment Agreement by an additional three years. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ending June 30, 2017.

On March 29, 2017, the Board of Directors (the “Board”) of ServiceNow, Inc. (the “Company”) expanded the size of the Board from ten (10) to eleven (11) members and appointed John J. Donahoe, age 56, to serve as a Class II director, effective April 3, 2017. Mr. Donahoe will not serve on any committees of the Board. Mr. Donahoe was appointed as a director in connection with his appointment as the Company’s President and Chief Executive Officer. Except for his employment arrangement with the Company, there is no arrangement or understanding between Mr. Donahoe and any other person pursuant to which Mr. Donahoe was selected as a director. For a description of Mr. Donahoe’s employment arrangement, please refer to

(b) On February 24, 2017, Frank Slootman notified ServiceNow, Inc. (the “Company”) of his decision to resign from his position as the Company’s President and Chief Executive Officer, effective April 3, 2017. Mr. Slootman will continue to serve as Chairman of the Company’s Board of Directors (the “Board”). (c) On February 22, 2017, based upon the recommendation of the Leadership Development and Compensation Committee of the Board, the Board approved and appointed John J. Donahoe, age 56, as the Company’s President and Chief Executive Officer and expects to appoint Mr. Donahoe as a member of the Board, each effective as of April 3, 2017. From 2008 through 2015, Mr. Donahoe served as President and Chief Executive Officer of eBay, Inc. (“eBay”), provider of the global eBay.com online marketplace and PayPal digital payments platform. Mr.

(b) On December 12, 2016, Daniel R. McGee stepped down from his role as Chief Operating Officer of ServiceNow, Inc. (“ServiceNow” or the “Company”). Mr. McGee will remain employed with the Company to assist in transition matters through February 2017. (c) On December 9, 2016, the Board of Directors (the “Board”) of the Company appointed Chirantan “CJ” Desai, age 46, as the Company’s Chief Product Officer, to take effect upon his commencement of employment, which occurred on December 12, 2016 (the “Employment Date”). From September 2013 until December 2016 Mr. Desai held several positions at EMC.

On October 24, 2016, Paul Barber resigned from his role as Chairman and a member of the Board of Directors (the “Board”) of ServiceNow, Inc. (the “Company”). Mr. Barber’s decision was not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. On October 25, 2016, the Board selected Frank Slootman to serve as Chairman of the Board. Based on his service as the Company’s President and Chief Executive Officer since May 2011, as well as his management capabilities, strength in direct and clear communications, knowledge of the industry and proven leadership, the Board believes that Mr. Slootman is the director most capable of effectively identifying strategic priorities, leading critical discussion and guiding the formulation of the Company’s strategy and business plans.

On July 25, 2016, Frederic Luddy notified ServiceNow of his intention to retire as Chief Product Officer prior to the end of 2016. Mr. Luddy will continue to serve on our Board of Directors, and he intends to continue to serve in an advisory capacity to the Company.