None.
EXHIBIT INDEX
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| 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 | | | | | | | | |
| 10.21* | | | International Secondment Agreement dated April 2, 2024, by and between the Registrant and Paul Smith | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 7/25/2024 | | | | | | | | |
| 10.22* | | | 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 | | | Insider Trading Policy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 21.1 | | | Subsidiaries of the Registrant | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 29, 2025
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| | | SERVICENOW, INC. | | | | | | | | |
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| | | 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.
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| 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 | | | | | | | | | | | | | | |