The proxy solicitation is routine for the annual meeting; the equity plan increase may cause minor dilution if approved. Monitor vote outcome on May 21, but given strong financial performance, management's proposals are likely to pass. The written consent proposal is expected to be defeated as recommended by the board.
Price Chart
Executive Summary
ServiceNow filed additional definitive proxy materials for its May 21, 2026 Annual Meeting, highlighting strong FY2025 financial results (21% subscription revenue growth, $13.3B total revenues, 31% non-GAAP operating margin) and requesting shareholder approval for an additional 38 million shares under the 2021 Equity Incentive Plan. The board recommends voting against a shareholder proposal for the right to act by written consent.
Key Facts
- FY2025 subscription revenue grew 21% YoY to $12.9B, total revenues $13.3B
- Non-GAAP operating margin 31%, free cash flow $4.6B (35% margin)
- Board nominates Eric S. Yuan (Zoom CEO) as new director
- Seeking approval for 38M additional shares under 2021 Equity Incentive Plan
- Board recommends AGAINST Proposal 6 (right to act by written consent)
Financial Impact
Request for 38M additional shares under equity incentive plan (potential dilution ~4-5% based on ~950M shares outstanding)
Risk Factors
- Potential dilution from 38M additional equity shares
- Shareholder proposal for written consent could pass if sufficient support, though board opposes
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001373715-26-000058 |
| Document: 0001373715-26-000058-index-headers.html | 0001373715-26-000058 |
| Document: 0001373715-26-000058-index.html | 0001373715-26-000058 |
| Document: 0001373715-26-000058.txt | 0001373715-26-000058 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 1, 2026 4w ago | Insider Cluster | $136.35 $134.01 | ▼ −1.72% | ▼ −1.38% | $135.78 (−0.42%) |
Jul 24, 2026 10w ago | Institutional Cluster | $98.78 $128.48 | ▲ +30.07% | ▲ +26.44% | $135.78 (+37.46%) |
Jul 1, 2026 13w ago | ANALYST-UPGRADE | $105.80 $115.76 | ▲ +9.41% | ▲ +11.60% | $135.78 (+28.34%) |
May 19, 2026 19w ago | Insider Cluster | $101.66 $101.33 | ▼ −0.32% | ▼ −2.59% | $135.78 (+33.56%) |
May 19, 2026 19w ago | Insider Cluster | $101.66 $101.33 | ▼ −0.32% | ▼ −2.59% | $135.78 (+33.56%) |
May 15, 2026 19w ago | 8-K | $103.21 $104.15 | ▲ +0.91% | ▼ −1.28% | $135.78 (+31.56%) |
May 11, 2026 20w ago | DEFA14A | $91.32 $106.97 | ▲ +17.14% | ▲ +17.44% | $135.78 (+48.69%) |
Apr 22, 2026 23w ago | 8-K | $84.75 $103.30 | ▲ +21.89% | ▲ +17.25% | $135.78 (+60.21%) |
Feb 23, 2026 31w ago | Insider Cluster | $100.52 $110.72 | ▲ +10.15% | ▲ +14.09% | $135.78 (+35.08%) |
US Market Status
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