ServiceNow, Inc.

This proposal asks the board to allow shareholders to take action by written consent once holders controlling the minimum number of votes needed to authorize the action at a fully attended meeting have given their consent, and to permit shareholders to initiate any topic via written consent. The proposal requests removal of ‘‘unnecessary restrictions’’ such as ownership-duration and share-holding method limitations that could exclude many holders from using written consent. The proponent argues this change would complement the existing special-meeting right and enable shareholders to act more promptly between annual meetings, citing recent operational and stock-performance concerns as rationale for increased shareholder recourse. The proposing party is John Chevedden and the filing includes a supporting statement describing perceived governance and performance issues that motivated the request.