SERVICENOW, INC. : Results of Operations and Financial Condition, Change in Directors or Chief Officers, Financial Statements and Exhibits (form 8-K)

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2022, ServiceNow, Inc. (“ServiceNow” or the “Company”) has issued a press release announcing financial results for the three months ended June 30, 2022.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this report, including the exhibit attached hereto, is furnished pursuant to Item 2.02 of Form 8-K and is not deemed to have been “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ” Exchange Act”), or otherwise subject to the obligations of that section, nor shall it be deemed to be incorporated by reference in any filing of Service Today under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and without regard to any general language of incorporation in any filing.

Service Today makes reference to non-GAAP financial information in the press release. A reconciliation of the most closely comparable GAAP financial measures to the non-GAAP financial measures is included in the press release attached hereto as Exhibit 99.1. These non-GAAP financial measures are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

Service Today investors are encouraged to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to better understand its business.

Item 5.02 Removal of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

In its regular mid-year review of the 2022 executive compensation program, on
July 25, 2022, the Compensation Committee of the Company’s Board of Directors decided to change an internal annual financial target and exclude the effect of foreign currency exchange rates from a measure for a performance-based cash incentive (“Cash Incentive”) and PRSU awards, if applicable, consistent with updating the Company’s revised internal financial plan and its external financial guidance. However, payout based on the revised target for Cash Incentive and PRSU awards will be capped at 100% unless the Company meets the internal target originally approved on January 2022where payout curves are approved January 2022 will apply.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.
         99.1           Press release dated July     27    , 2022, announcing ServiceNow, Inc.'s
                           financial results for the three months ended June 30, 2022.
       104            Cover Page Interactive Data File - the cover page XBRL tags are embedded
                      within the Inline XBRL document


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