8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 29, 2019

____________

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

____________

Delaware	001-35580	20-2056195
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2225 Lawson Lane
Santa Clara, California	95054
(Address of Principal Executive Offices)	(Zip Code)

(408) 501-8550

  (Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.001 per share	NOW	New York Stock Exchange, Inc.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

(b)

On April 29, 2019, Michael P. Scarpelli notified ServiceNow, Inc. (the “Company”) of his decision to resign from his position as the Company’s Chief Financial Officer after the release of the Company’s earnings for the second quarter of 2019. The Company has initiated a search for Mr. Scarpelli’s successor.

For additional information, see the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Press release dated May 2, 2019.

Exhibit List

Exhibit No.	Exhibit Title
99.1	Press release dated May 2, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SERVICENOW, INC.
	By:	/s/ Russell S. Elmer
		Russell S. Elmer General Counsel and Secretary
Date: May 2, 2019

EX-99.1

ServiceNow CFO Mike Scarpelli To Leave Company in Q3 2019

Santa Clara (May 2, 2019) - ServiceNow (NYSE:NOW) today announced that Chief Financial Officer Mike Scarpelli plans to leave the company in the third quarter of 2019, following the release of the company’s second quarter earnings. The company has initiated a search for his successor.

“Mike has been an exceptional chief financial officer and customer-focused leader in his eight years at ServiceNow, and he has been a strong partner to me during my first two years as CEO,” said John Donahoe, ServiceNow President and Chief Executive Officer. “Mike is well-respected by our employees, customers, and investors, and he will leave many friends at ServiceNow. We wish him much success.”

Scarpelli joined ServiceNow in 2011 when the company had roughly 400 employees and approximately $100 million in annual revenue. In 2012, he helped to lead the company’s highly successful IPO, and has since seen the company grow to more than $2.6 billion in annual revenue, with more than 5,400 enterprise customers worldwide and 8,600 employees.

“Being part of the ServiceNow journey has absolutely been one of the best experiences of my career,” Scarpelli said. “This is an extraordinary company, and I couldn’t be more confident in ServiceNow’s opportunity to become a $10 billion company. That’s why I felt this is the right time for me to find my ‘next ServiceNow,’ and return to doing what I love most - scaling innovative start-ups into successful companies.”

About ServiceNow

ServiceNow (NYSE: NOW) is making the world of work, work better for people. Our cloud‑based platform and solutions deliver digital workflows that create great experiences and unlock productivity for employees and the enterprise. For more information, visit: www.servicenow.com.

© 2019 ServiceNow, Inc. All rights reserved. ServiceNow, the ServiceNow logo, Now, Now Platform, and other ServiceNow marks are trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company names, product names, and logos may be trademarks of the respective companies with which they are associated.

Contacts

Penny Bruce

408-893-0601

penelope.bruce@servicenow.com