Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
NOWServiceNow, Inc.
Pay and votes (proxy statement)
Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of ServiceNow's latest one. Open the full statement.
The yearly meeting
The meeting date wasn't found in the text. The statement itself gives it on its first pages.
Audit firm put forward for approval: PricewaterhouseCoopers LLP
Proxy statement filed Apr 6, 2026.
The boss's pay next to a typical employee's
The chief executive was paid about 251× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).
Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.
“Pay Ratio Our CEO to median employee pay ratio for 2025 is 251:1.”
What shareholders vote on
- 1Election of 9 DirectorsShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
- 2Advisory Vote to ApproveA matter the board asks shareholders to vote on.
- 3Advisory Vote on theA matter the board asks shareholders to vote on.
- 4Ratify the IndependentShareholders confirm the outside firm that checks the accounts.
- 5Approval of Amended andA matter the board asks shareholders to vote on.
- 6Shareholder ProposalPut forward by one or more shareholders. The board says how it recommends voting, and explains why in the statement.From shareholders
Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.
Pay next to how the shares did
Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.
20212022202320242025
Pay set for the year Actually paid (re-valued) Negative: share awards lost value
20212022202320242025
ServiceNow A group of similar companies it picked
Year to Dec 31, 2025 · chief executive: Mr. McDermott
Pay set for the chief executive: $51.6M
Actually paid, re-valued: −$83.3M
Other top managers, on average: $18.6M
$100 in its shares became: $139 (similar companies: $227)
Profit (net income): $1.7B
The measure it ties pay to (non-GAAP subscription revenues): $12.8B
Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.