ServiceNow, Inc 8-K, filed Aug 2, 2021
ServiceNow, Inc. (NOW)
8-K
2021-08-02
For: 2021-07-28
View Original
Added on
April 12, 2026
About this 8-K
ServiceNow, Inc filed this 8-K on August 2, 2021, reporting on events of July 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): July 28, 2021
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(Exact name of registrant as specified in its charter)
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(408 ) 501-8550
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(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. Quinlan will receive the standard compensation and equity awards provided to non-employee directors of the Company for their service as disclosed in the Company's proxy statement for its 2021 annual meeting of shareholders.
In connection with his appointment to the Board, Mr. Quinlan has entered into the Company’s standard form of indemnification agreement for directors and officers. The form indemnification agreement was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on February 27, 2015.
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 of the Company under the Securities Act of 1933, as amended or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SERVICENOW, INC. | ||||||||||||||
| By: | /s/ Russell S. Elmer | |||||||||||||
| Russell S. Elmer General Counsel | ||||||||||||||
| Date: August 2, 2021 | ||||||||||||||
Exhibit 99.1
ServiceNow Appoints Former Deloitte CIO Larry Quinlan to Its Board of Directors
SANTA CLARA, Calif., August 2, 2021- ServiceNow (NYSE: NOW), the leading workflow company that makes work, work better for people, today announced the appointment of former Deloitte CIO Larry Quinlan to its board of directors, bringing the total number of directors on ServiceNow’s board to 11.
“Larry’s vision and deep expertise across every facet of the digital transformation journey makes him the perfect addition to our board as ServiceNow becomes the defining enterprise software company of the 21st century,” said ServiceNow CEO Bill McDermott. “As a practitioner in both the board room and the real world, Larry will be a guiding force to help us scale to our next phase of growth as we make work better for people.”
As Global Chief Information Officer at Deloitte, LLP, Larry was responsible for all facets of technology, strategy, cyber and operations, overseeing the more than $2 billion technology organization with more than 10,000 IT professionals in 175 countries. In addition to his CIO role, Larry drives significant revenue leading Deloitte services to Fortune 500 global clients in the hospitality and technology sectors. As lead partner for some of the world’s largest companies in the sector, he has advised outside boards and CEOs on a wide range of IT, cybersecurity, and strategic digital priorities. Larry also leads the Deloitte CIO Academy, a program that provides leadership development to major client senior technology leaders aspiring to the corporate CIO role.
“Without a doubt, the last year has accelerated the need for digital transformation, and ServiceNow is at the forefront of enabling not only companies’ digital transformation efforts but their business model evolutions as well,” said Larry Quinlan, former Global Chief Information Officer at Deloitte LLP. “I know ServiceNow. The team, the platform, and the culture are truly special. I’m thrilled to join the team as ServiceNow workflows a better world.”
Larry holds an MBA from Baruch College, City University of New York, and a Bachelor of Science in Industrial Management from the University of the West Indies.
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Contacts
Sara Day, ServiceNow PR
press@servicenow.com
Darren Yip, ServiceNow IR
ir@servicenow.com