Item 16. FORM 10-K SUMMARY

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Item 16. FORM 10-K SUMMARY

None.

EXHIBIT INDEX

Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
3.1Restated Certificate of Incorporation of Registrant, as amended8-K001-355803.16/9/2021
3.2Restated Bylaws of Registrant8-K001-355803.26/9/2021
4.1Form of Common Stock CertificateS-1/A333-1804864.16/19/2012
4.2Indenture dated May 30, 2017 between the Registrant and Wells Fargo Bank, National Association8-K001-355804.15/30/2017
4.3Indenture, dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association8-K001-355804.18/11/2020
4.4First Supplemental Indenture (including Form of Note), dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association8-K001-355804.28/11/2020
4.5Description of Registrant’s Securities Registered Under Section 12 of the Exchange Act10-K001-355804.52/3/2022
10.1*Form of Indemnification Agreement10-K001-3558010.12/27/2015
10.2*2012 Equity Incentive Plan, as amended through January 29, 201910-K001-3558010.32/27/2019
10.3*Form of Stock Option Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 202010-Q001-3558010.17/30/2020
10.4*Form of Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 202010-Q001-3558010.27/30/2020
10.5*2021 Equity Incentive PlanS-8333-2568544.56/7/2021
10.6*Related form of equity agreements under the 2021 Equity Incentive Plan10-Q001-3558010.47/29/2021
10.7*Related form of global equity agreements under the 2021 Equity Incentive Plan10-Q001-3558010.17/28/2022
10.8*Amended and Restated 2012 Employee Stock Purchase Plan8-K001-3558010.26/9/2021
10.9*Form of Subscription Agreement under the Amended and Restated 2012 Employee Stock Purchase Plan10-Q001-3558010.57/29/2021
10.10*Form of Global Subscription Agreement under the Amended and Restated 2012 Employee Stock Purchase Plan10-Q001-3558010.27/28/2022
Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
10.11*2022 New-Hire Equity Incentive PlanS-8333-2682984.411/10/2022
10.12*Employment Agreement dated October 22, 2019 between the Registrant and William R. McDermott8-K001-3558010.110/23/2019
10.13*Amendment to Employment Agreement dated March 24, 2020 between the Registrant and William R. McDermott8-K001-3558010.13/27/2020
10.14*Employment Agreement dated November 15, 2019 between the Registrant and Gina Mastantuono8-K001-3558010.111/18/2019
10.15*Confirmatory Employment Letter Agreement dated October 31, 2017, between the Registrant and Chirantan J. Desai10-Q001-3558010.111/6/2017
10.16*Confirmatory Employment Letter Agreement dated November 13, 2018, between the Registrant and Russell Elmer10-K001-3558010.172/27/2019
10.17*Confirmatory Employment Letter Agreement dated February 22, 2018, between the Registrant and Kevin Haverty10-Q001-3558010.110/29/2020
10.18*Form of Amendment to Employment Agreement between the Registrant and each of Gina Mastantuono, Chirantan J. Desai, Kevin Haverty and Russell S. Elmer.8-K001-3558010.14/16/2021
10.19*Employment Letter Agreement dated June 18, 2021 by and between the Registrant and Jacqueline Canney.10-Q001-3558010.110/28/2021
10.20*Employment Agreement dated August 20, 2021 by and between Registrant and Nicholas Tzitzon.10-K001-3558010.252/3/2022
10.21*Letter of Understanding - International Assignment dated June 22, 2022, between the Registrant and Nicholas Tzitzon10-Q001-3558010.37/28/2022
10.22*Confirmatory Employment Letter Agreement dated January 2, 2018, as amended by and between the Registrant and Christopher Bedi10-Q001-3558010.14/28/2022
10.23*Employment Letter Agreement dated November 6, 2017, as amended, by and between Registrant and Lara Caimi10-Q001-3558010.24/28/2022
10.24*Employment Letter Agreement dated April 26, 2022, as amended, by and between Registrant and Paul Smith10-Q001-3558010.34/28/2022
10.25Lease Agreement dated November 8, 2012 between the Registrant and Jay Ridge LLCS-1/A333-18467410.1211/9/2012
10.26Office Lease dated December 12, 2014 between Registrant and S1 55 LLC8-K001-3558010.112/15/2014
10.27Third Amendment to Lease dated May 3, 2018 between the Registrant and SI 55, LLC10-Q001-3558010.15/8/2018
10.28Lease dated May 3, 2018, between the Registrant and SI 55, LLC10-Q001-3558010.25/8/2018
Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
10.29Lease dated May 3, 2018, between the Registrant and SI 55, LLC10-Q001-3558010.35/8/2018
10.30Form of Base Convertible Note Hedge Transaction Confirmation8-K001-3558099.15/30/2017
10.31Form of Base Warrant Transaction Confirmation8-K001-3558099.25/30/2017
10.32Form of Additional Convertible Note Hedge Transaction Confirmation8-K001-3558099.16/22/2017
10.33Form of Additional Warrant Transaction Confirmation8-K001-3558099.26/22/2017
10.34Form of Repurchase Agreement10-Q001-3558010.210/29/2020
10.35Form of Call Option Termination Agreement10-Q001-3558010.310/29/2020
10.36Form of Warrant Termination Agreement10-Q001-3558010.410/29/2020
10.37Form of Warrant Termination Agreement10-Q001-3558010.34/29/2021
10.38Form of 2022 Warrant Termination Agreement10-Q001-3558010.47/28/2022
21.1Subsidiaries of the RegistrantX
23.1Consent of independent registered public accounting firmX
24.1Power of Attorney. Reference is made to the signature page heretoX
31.1Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002X
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 2002X
32.2**Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover 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.

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 30, 2023

SERVICENOW, INC.
By:/s/ William R. McDermott
William R. McDermott Chief Executive Officer

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.

SignatureTitleDate
/s/ William R. McDermottChairman and Chief Executive Officer (Principal Executive Officer)January 30, 2023
William R. McDermott
/s/ Gina MastantuonoChief Financial Officer (Principal Financial Officer)January 30, 2023
Gina Mastantuono
/s/ Kevin T. McBrideChief Accounting Officer (Principal Accounting Officer)January 30, 2023
Kevin T. McBride
/s/ Frederic B. LuddyDirectorJanuary 30, 2023
Frederic B. Luddy
/s/ Susan L. BostromDirectorJanuary 30, 2023
Susan L. Bostrom
/s/ Teresa BriggsDirectorJanuary 30, 2023
Teresa Briggs
/s/ Jonathan C. ChadwickDirectorJanuary 30, 2023
Jonathan C. Chadwick
/s/ Paul E. ChamberlainDirectorJanuary 30, 2023
Paul E. Chamberlain
/s/ Lawrence J. Jackson, Jr.DirectorJanuary 30, 2023
Lawrence J. Jackson, Jr.
/s/ Jeffrey A. MillerDirectorJanuary 30, 2023
Jeffrey A. Miller
/s/ Joseph M. QuinlanDirectorJanuary 30, 2023
Joseph M. Quinlan
/s/ Anita M. SandsDirectorJanuary 30, 2023
Anita M. Sands

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