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ServiceNow, Inc. (NYSE:NOW), a $202.1 billion market cap leader in digital workflow solutions with impressive gross profit margins of 79%, has amended its company bylaws, as disclosed in a recent 8-K filing with the Securities and Exchange Commission. According to InvestingPro analysis, the company maintains a strong financial health score, reflecting its solid market position. On Monday, the Board of Directors adopted changes that include a new forum selection clause and adjustments to stockholder actions at annual meetings.
The updated bylaws specify that the Court of Chancery of the State of Delaware, or if it lacks jurisdiction, another Delaware state or federal court, will be the exclusive forum for certain legal actions involving the company. Furthermore, federal district courts are now the sole venue for resolving complaints under the Securities Act of 1933.
Stockholders looking to propose business or nominate directors at annual meetings now face a revised notice period. Proposals must be submitted no less than 90 and no more than 120 days before the anniversary of the previous year’s meeting.
In response to the SEC’s "universal proxy" rules, the amendments include a condition that prohibits soliciting proxies in support of a director nominee not endorsed by the Board, unless the solicitor complies with Rule 14a-19, which includes notice and solicitation requirements.
Additionally, the bylaws now state that proxy cards used by stockholders for solicitation must be a different color than white, the designated color for the Board’s use. This change aligns with the Delaware General Corporation Law, which no longer requires companies to provide a stockholder list for inspection during meetings.
The declassification of the Board, completed in 2023, is reflected in the removal of provisions related to the classified board structure.
These amendments, effective as of February 11, 2025, are detailed in the full text of the Amended Bylaws, filed as Exhibit 3.1 with the 8-K report. This move comes as ServiceNow continues to streamline governance and align its practices with regulatory changes and stockholder interests. The company’s strong operational performance, evidenced by 22.44% revenue growth in the last twelve months, suggests these governance changes come from a position of strength. InvestingPro subscribers can access a comprehensive analysis of ServiceNow’s governance structure and financial performance through the exclusive Pro Research Report, which provides detailed insights into what really matters for this leading software company.
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