þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

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1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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1.	To elect four Class III directors, each to serve until the 2021 annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal;

3.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018; and

4.	To amend our 2012 Equity Incentive Plan to include a limit on non-employee director compensation.

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•	The election of four Class III directors, each to serve until the 2021 annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal;

•	A non-binding advisory vote on a resolution to approve the compensation of our named executive officers;

•	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018;

•	A proposal to amend our 2012 Equity Incentive Plan to include a limit on non-employee director compensation; and

•	Any other business that may properly come before the Annual Meeting.

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•	“FOR” the election of each of Susan L. Bostrom, Jonathan C. Chadwick, Frederic B. Luddy and Jeffrey A. Miller as Class III directors, each to serve until the 2021 annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal;

•	“FOR” the approval, on an advisory and non-binding basis, of the compensation of our named executive officers;

•	“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018; and

•	“FOR” the approval of the amendment to our 2012 Equity Incentive Plan to include a limit on our non-employee director compensation.

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•	You may vote by telephone or over the Internet. To vote by telephone or over the Internet, follow the instructions provided in the Notice of Internet Availability or proxy card. If you vote by telephone or over the Internet, you do not need to return a proxy card by mail.

•	You may vote by mail. If you request or receive a paper proxy card, simply sign and date the proxy card and return it in the envelope provided.

•	You may vote online at the Annual Meeting website. If you plan to attend the Annual Meeting, you may vote online at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/NOW2018. Please have your 16-digit control number to join the Annual Meeting.

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•	Proposal 1: Each director nominee will be elected to our Board of Directors if the votes cast in favor of the nominee’s election exceed the votes cast against such nominee’s election. You may vote “For,” “Against,” or “Abstain” with respect to each director nominee.

•	Proposal 2: The non-binding advisory vote to approve the compensation of our named executive officers must receive the affirmative vote of at least a majority of the shares virtually present or represented by proxy at the Annual Meeting and entitled to vote on the proposal that are voted for or against the proposal. You may vote “For,” “Against,” or “Abstain” with respect to this proposal.

•	Proposal 3: The ratification of the appointment of PricewaterhouseCoopers LLP must receive the affirmative vote of at least a majority of the shares virtually present or represented by proxy at the Annual Meeting and entitled to vote on the proposal that are voted for or against the proposal. You may vote “For,” “Against,” or “Abstain” with respect to this proposal.

•

Proposal 4: The approval of an amendment to our 2012 Equity Incentive Plan to include a limit on non-employee director compensation must receive the affirmative vote of at least a majority of the shares virtually present or represented by proxy at the Annual Meeting and entitled to vote on the proposal that are voted for or against the proposal. You may vote “For,” “Against,” or “Abstain” with respect to this proposal.

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•	delivering to the Corporate Secretary of the Company (by any means, including facsimile) a written notice stating that the proxy is revoked;

•	signing, dating and delivering a proxy bearing a later date;

•	voting again by telephone or through the Internet; or

•	virtually attending and voting at the Annual Meeting (although attendance at the meeting will not, by itself, revoke a proxy).

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•	appoint an independent registered public accounting firm to examine our accounts, controls and financial statements;

•	assess the independent registered public accounting firm’s qualifications, performance and independence annually;

•	review the audit planning, scope and staffing of the independent registered public accounting firm and pre-approve all audit and permissible non-audit related services provided to us by the independent registered public accounting firm;

•	oversee our accounting and financial reporting processes and review with management and the independent registered public accounting firm our interim and year-end operating results and the associated quarterly reviews and annual audit results;

•	oversee our internal audit function, including internal audit staffing, the annual internal audit plan and audit procedures and reports issued;

•	review the integrity, adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control, and disclosure controls and procedures;

•	oversee the effectiveness of our program for compliance with laws and regulations;

•	review and monitor our compliance and enterprise risk management programs;

•	establish and oversee procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential submission by employees of concerns regarding questionable accounting or audit matters; and

•	review and approve transactions with related parties.

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•	review and approve, or recommend to the Board for approval, the compensation of our executive officers, including our Chief Executive Officer;

•	review and approve, or recommend to the Board for approval, the terms of any material agreements with our executive officers;

•	administer our cash-based and equity-based compensation plans;

•	administer our 401(k) plan;

•	recommend to the Board, for determination by the Board, the form and amount of cash-based and equity-based compensation to be paid or awarded to our non-employee directors;

•	consider the results of the most recent stockholder vote on executive compensation and, if appropriate, make recommendations to the Board to adjust our compensation practices for our executive officers;

•	review and discuss the Company’s Compensation Discussion and Analysis and related disclosures; and

•	review with management our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such exposures.

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•	develop and recommend policies regarding the director nomination processes;

•	determine the desired qualifications, expertise and characteristics of Board members, with the goal of developing a diverse, experienced and highly qualified Board;

•	identify and recruit qualified candidates for Board membership to fill new or vacant positions on the Board, consistent with criteria approved by the Board;

•	consider nominations properly submitted by our stockholders in accordance with procedures set forth in our Bylaws or determined by the Nominating and Governance Committee from time to time;

•	recommend to the Board for selection all nominees to become members of the Board by appointment or to be proposed by the Board for election by our stockholders;

•	together with the Audit Committee, develop and recommend to the Board the Code of Business Conduct and Ethics for Directors and the Code of Conduct and Ethics for employees and consider waivers of such codes for executive officers and directors;

•	review, assess and consider evolving corporate governance best practices and develop and maintain a set of corporate governance guidelines that may be recommended to the Board for approval or modification, as appropriate;

•	consider and make recommendations to the Board regarding the Board’s leadership structure; and

•	oversee the evaluation of the Board on an annual basis and, if appropriate, make recommendations to the Board for improvements in the Board’s operations, committee member qualifications, committee member appointment and removal, and committee structure and operations.

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•

The fixed (or base salary) component of our compensation program is designed to provide income independent of our stock price performance so that our employees will not focus exclusively on short-term stock price performance to the detriment of other important business metrics and the creation of long-term stockholder value. The variable (cash bonus and equity) components of compensation are designed to reward both short-term and long-term Company performance, which we believe discourages employees from taking actions that focus only on our short-term success. We feel that the variable elements of our compensation program are a sufficient percentage of overall compensation to motivate our executives and other employees to pursue superior short-term and long-term corporate results, while the fixed element is also sufficient to discourage the taking of unnecessary or excessive risks in pursuing such results.

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We have strict internal controls over the measurement and calculation of revenues, operating income and other performance metrics. These controls are designed to minimize the risk of manipulation by any employee, including our executive officers. In addition, all of our employees are required to comply with our Code of Conduct and Ethics, which covers among other things, accuracy in keeping our records.

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The Compensation Committee approves the annual employee and new hire equity guidelines that control the standard equity grants, which are then granted by the Plan Grant Administrator, who has been delegated authority to grant equity awards. Any equity grants outside of equity guidelines or to any vice president granted by the Plan Administrator must be reported either to our Board of Directors or to the Compensation Committee either in advance or subsequent to the grant. Any equity grants to executive officers reporting to the Chief Executive Officer of the Company require approval by the Compensation Committee. The Plan Grant Administrator is currently our Chief Executive Officer.

•	We maintain stock ownership guidelines for our executive officers and the non-employee members of our Board of Directors to support these individuals acting as owners of the Company.

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Our insider trading policy prohibits our executive officers, the non-employee members of our Board of Directors and our employees from purchasing our securities on margin, borrowing against any account in which our securities are held, or pledging our securities as collateral for any purpose. Our insider trading policy also prohibits such individuals from engaging in any hedging transaction with respect to our securities.

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We maintain a compensation recovery (“clawback”) policy, which provides that, in the event we are required to prepare an accounting restatement as a result of fraud or intentional misconduct, we may recover from those current and former executive officers who are subject to the reporting requirements of Section 16 of the Exchange Act and were involved in the fraud or misconduct any incentive compensation erroneously paid or awarded in excess of what would have been paid pursuant to the restated financial statements.

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•	Our Bylaws establish procedures pursuant to which a stockholder may nominate a person for election to the Board of Directors.

•	If a stockholder would like to recommend a director candidate for the next annual meeting, he or she must submit the recommendations by mail to our Corporate Secretary at our principal executive offices, not fewer than 75 or more than 105 days prior to the first anniversary of the previous year’s annual meeting.

•	Recommendations for a director candidate must be accompanied by all information relating to such person as would be required to be disclosed in solicitations of proxies for election of such nominee as a director pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected.

•	The Nominating and Governance Committee considers nominees based on our need to fill vacancies or to expand the Board of Directors, and also considers our need to fill particular roles on the Board of Directors or committees thereof (e.g. independent director, audit committee financial expert, etc.).

•	The Nominating and Governance Committee evaluates candidates in accordance with its charter and policies regarding director qualifications, qualities and skills discussed above.

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(1)

Amounts listed under “RSU Awards” in the foregoing table represent the aggregate fair value computed as of the grant date of each restricted stock unit (“RSU”) award during 2017 in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The fair value of our common stock on the date of grant is used to calculate the fair value of RSUs as disclosed in Note 2 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)	Ms. Bostrom was appointed as Chair of the Nominating and Governance Committee effective April 3, 2017. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of her annual retainer for service as Chair of the Nominating and Governance Committee.

(3)	Mr. Chamberlain was appointed as a member of the Nominating and Governance Committee effective as of April 3, 2017. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service as a member of the Nominating and Governance Committee.

(4)	Mr. Giancarlo resigned from our Board of Directors effective August 31, 2017. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service on our Board of Directors and as our Lead Independent Director.

(5)	Mr. Miller was appointed as Lead Independent Director effective October 24, 2017. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service as Lead Independent Director.

(6)	Mr. Strauss was not nominated for re-election in 2017 and his term as a director expired effective June 13, 2017. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service on our Board of Directors.

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(1)	Mr. Luddy’s outstanding awards were granted while he was an employee of the Company.

•	$40,000 annual cash retainer for services on our Board of Directors;

•	$20,000 for the Lead Independent Director;

•	$30,000 for the chair of our Audit Committee and $10,000 for each of its other members;

•	$20,000 for the chair of our Compensation Committee and $7,000 for each of its other members; and

•	$15,000 for the chair of our Nominating and Governance Committee and $5,000 for each of its other members.

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•	Compensation At-Risk. Our executive compensation program is designed so that a significant portion of cash compensation and all of the performance-based restricted stock units (the “PRSUs”) are “at risk” based on corporate performance (see “Corporate Governance Matters — Compensation Risk Assessment” above);

•	Equity-Based Compensation. A significant portion of the total compensation we pay to our executive officers is in the form of equity-based compensation, which we feel aligns the interests of our executive officers and stockholders;

•	Performance-Based Incentives. We use performance-based short-term cash incentives and performance-based long-term equity incentives in the form of PRSUs;

•	Employment Agreements. We enter into employment agreements with our executive officers providing reasonable severance and change in control benefits (see “Executive Compensation Tables — Employment Arrangements” and “Executive Compensation Tables — Potential Payments upon Termination or Change in Control” below);

•	No 280G Tax Gross-Ups. We do not provide 280G tax gross-ups to our executive officers;

•	Stock Ownership Policy. We maintain stock ownership guidelines for our executive officers and the non-employee members of our Board of Directors;

•	Compensation Recovery Policy. We maintain a clawback policy which provides that, in the event we are required to prepare

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•	Multi-Year Vesting Requirements. The PRSUs granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.

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(1)

“Audit fees” include fees for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements and audit fees related to accounting matters that were addressed during the annual audit and quarterly review. This category also includes fees for services that were incurred in connection with statutory and regulatory filings or engagements.

(2)	“Audit-related fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”

(3)	“Tax fees” consists of fees billed for tax compliance and transfer pricing services.

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•

We initially reserved 9,600,000 shares of our common stock to be issued under our Plan. The number of shares reserved for issuance under our Plan increases automatically on January 1 of each year for ten calendar years by the lesser of the number of shares equal to 5% of the total outstanding shares of our common stock as of the immediately preceding December 31 or a lower number of shares determined by our Board of Directors. In addition, the following shares are available for grant and issuance under our Plan:

•	shares subject to options or stock appreciation rights granted under our Plan that cease to be subject to the option or stock appreciation right for any reason other than exercise of the option or stock appreciation right;

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•	shares subject to Awards granted under our Plan that are subsequently forfeited or repurchased by us at the original issue price;

•	shares subject to Awards granted under our Plan that otherwise terminate without shares being issued;

•	shares surrendered, cancelled, or exchanged for cash or a different Award (or combination thereof);

•	shares reserved but not issued or subject to outstanding grants under our 2005 Stock Plan;

•	shares issuable upon the exercise of options or subject to other Awards under our 2005 Stock Plan that cease to be subject to such options or other Awards by forfeiture or otherwise;

•	shares issued under our 2005 Stock Plan that are forfeited or repurchased by us; and

•	shares subject to awards under our 2005 Stock Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.

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•	each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common stock;

•	each of our directors and director nominees;

•	each of our named executive officers; and

•	all of our current executive officers and directors as a group.

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(1)

Consists of shares of common stock beneficially owned as of December 31, 2017 according to a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. (“Price Associates”) on February 14, 2018. The Schedule 13G/A reports that Price Associates has sole voting power with respect to 6,827,346 shares of common stock and sole dispositive power with respect to all 19,461,580 shares of common stock. The address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(2)

Consists of shares of common stock beneficially owned as of December 31, 2017 according the Schedule 13G/A filed with the SEC by the Vanguard Group, Inc. (the “Vanguard Group”) on February 9, 2018. The Vanguard Group has beneficial ownership of 14,602,604 shares of common stock. The Vanguard Group reported (1) sole dispositive power with respect to 14,438,597 shares of common stock, (2) shared dispositive power with respect to 164,007 shares of common stock, (3) sole voting power with respect to 135,288 shares of common stock, and (4) shared voting power with respect to 35,992 shares of common stock. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 82,006 shares of common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 134,321 shares of common stock as a result of its serving as investment manager of Australian investment offerings. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Consists of shares of common stock beneficially owned as of December 31, 2017 according to a Schedule 13G/A filed with the SEC by Wellington Management Group LLP (“Wellington”) on February 8, 2018. Wellington has beneficial ownership of 10,922,105 shares of common stock. Wellington reported (1) shared voting power with respect to 7,422,406 shares of common stock and (2) shared dispositive power with respect to 10,922,105 shares of common stock. The Schedule 13G/A identifies Wellington Management Group LLP as a parent holding company and identifies the other relevant affiliated entities that share beneficial ownership of our common stock as: Wellington Group Holdings LLP; Wellington Investment Advisors Holdings LLP; and Wellington Management Company LLP. The address for Wellington is 280 Congress Street, Boston, MA 02210.

(4)	Consists of shares of common stock beneficially owned as of December 31, 2017 according to a Schedule 13G filed with the SEC by Capital World Investors, a division of Capital Research and Management Company (CRMC), on February 14, 2018, reporting sole investment and dispositive power over the shares. The address for Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071.

(5)	Consists of (i) 99,180 shares of common stock subject to stock options held by Mr. Donahoe that are exercisable within 60 days of March 31, 2018, (ii) 9,754 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2018, and (iii) 32,093 shares of common stock held by Mr. Donahoe.

(6)	Consists of (i) 41,452 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2018, and (ii) 94,521 shares of common stock held by Mr. Scarpelli.

(7)	Consists of (i) 23,125 shares of common stock subject to stock options held by Mr. Desai that are exercisable within 60 days of March 31, 2018, (ii) 9,375 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2018, and (iii) 503 shares of common stock held by Mr. Desai.

(8)

Consists of (i) 15,500 shares of common stock subject to stock options held by Mr. Schneider that are exercisable within 60 days of March 31, 2018, (ii) 41,452 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2018, (iii) 190 shares of common stock held by Schneider 2001 Living Trust, of which Mr. Schneider is a Trustee, and (iv) 37,330 shares of common stock held by Mr. Schneider.

(9)	Consists of (i) 381,996  shares of common stock subject to stock options held by Mr. Slootman that are exercisable within 60 days of March 31, 2018, (ii) 73,699 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2018, and (iii) 95,076 shares of common stock held by Mr. Slootman.

(10)	Consists of (i) 225,000 shares of common stock held by the Luddy Family Dynasty Trust LLC, of which Mr. Luddy may be deemed to have voting and investment power, (ii) 1,011,675 shares of common stock held by the Frederic B. Luddy Family Trust, of which

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(11)	Consists of (i) 475 shares of common stock held by the Codd Revocable Trust, of which Mr. Codd is grantor, trustee and beneficiary, (ii) 166,536 shares of common stock subject to stock options held by Mr. Codd that are exercisable within 60 days of March 31, 2018, and (iii) 23,479 shares of common stock held by Mr. Codd.

(12)	Consists of (i) 61,536 shares of common stock subject to stock options held by Mr. Miller that are exercisable within 60 days of March 31, 2018, (ii) 69,040 shares of common stock held by the Miller Living Trust, dated July 7, 1985, of which Mr. Miller is co-trustee, and (iii) 4,218 shares of common stock held by Mr. Miller.

(13)	Consists of (i) 17,884 shares of common stock subject to stock options held by Ms. Sands that are exercisable within 60 days of March 31, 2018, and (ii) 9,525 shares of common stock held by Ms. Sands.

(14)

Consists of (i) 1,872,118 shares of common stock, (ii) 765,757 shares of common stock subject to stock options that are exercisable within 60 days of March 31, 2018, and (iii) 222,647 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2018. Does not reflect shares beneficially owned by Messrs. Strauss or Giancarlo as they were not directors of the Company as of the date of filing.

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•	John J. Donahoe, our President and Chief Executive Officer (our “CEO”);

•	Frank Slootman, our former President and Chief Executive Officer;

•	Michael P. Scarpelli, our Chief Financial Officer (our “CFO”);

•	Chirantan “CJ” Desai, our Chief Product Officer; and

•	David L. Schneider, our Chief Revenue Officer.

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•	recorded revenues of $1.9 billion, an increase of 39% compared to the prior year;

•	recorded subscription revenues of $1.7 billion, an increase of 42% compared to the prior year;

•	recorded subscription billings* of $2.1 billion, an increase of 40% compared to the prior year; and

•	generated net cash provided by operating activities of $642.8 million, representing 33% of total revenues.

•	Base Salary — Increased the base salaries of Messrs. Scarpelli, Schneider and Slootman in amounts ranging from 28.6% to 50.0%. The Compensation Committee did not increase base salaries for 2017 for Messrs. Desai and Donahoe, who began employment with us in December 2016 and February 2017, respectively.

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Cash Bonuses — Made quarterly cash bonus payments for each of the four quarters of 2017 (other than in the case of Mr. Slootman, who received a cash bonus payment for only for the first quarter of 2017, and Mr. Donahoe, who received a pro rated bonus payment for his partial service during the first quarter of 2017), which, in the aggregate, represented approximately 131.7% of their target cash bonuses for the full year, including an aggregate cash bonus payment in the amount of $727,910 to Mr. Donahoe, $158,857 to Mr. Slootman, $464,895 to Mr. Scarpelli, $398,482 to Mr. Desai, and $464,895 to Mr. Schneider.

•	Performance-Based Equity Awards — Granted performance-based restricted stock units (“PRSUs”). During 2017, the Compensation Committee did not grant time-based restricted stock unit (“RSU”) awards or options to purchase shares of our common stock to any of our Named Executive Officers, except for the time-based RSU awards granted to Messrs. Slootman, Donahoe and Desai described below.

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Compensation Arrangements with Mr. Donahoe — On April 3, 2017, Mr. Donahoe was appointed as our President and Chief Executive Officer. In hiring Mr. Donahoe, our Board of Directors approved an employment agreement with an initial term of five years (the “Initial Term”), setting forth the principal terms and conditions of his employment, including an initial annual base salary of $625,000 (subject to review by the Compensation Committee at least annually), a target annual cash bonus opportunity of 100% of his base salary (based on his performance relative to one or more performance objectives established each year by the Compensation Committee), and the following equity awards:

•	an RSU award representing 167,187 shares of common stock that vested as to 20% of the shares subject to the RSU award in February 2018, with the remaining shares subject to the RSU award to vest in equal quarterly

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contingent upon Mr. Donahoe’s purchase of $1,000,000 worth of shares of our common stock on the public market by May 12, 2017 (the “Stock Purchase”), an RSU award representing 11,157 shares of common stock that is vesting in equal quarterly installments over eight quarters, subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates and his continued retention of the shares purchased in the Stock Purchase (the “Additional RSU”);

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a stock option to purchase 396,720 shares of our common stock, which will vest over five years upon satisfaction of both time-based and performance-based vesting requirements, as summarized below and more fully described in the section entitled “Executive Compensation Tables — Employment Arrangements,” subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates (the “New Hire Option”); and

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an initial PRSU award to acquire a target number of shares of 100,313, which had a one-year performance period that ended on December 31, 2017 (subject to the same performance metrics as the PRSUs granted to our other executive officers) and is subject to time-based vesting in equal installments over four quarters commencing in August 2018, subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates (the “Initial PRSU”).

•	Maintain Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors who have established effective means for communicating with stockholders regarding their executive compensation ideas and concerns, as described in this proxy statement.

•	Annual Executive Compensation Review. The Compensation Committee annually reviews and approves our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.

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Maintain Independent Compensation Advisor. The Compensation Committee engaged its own compensation consultant to assist with its 2017 compensation review. Except as described below under “Compensation-Setting Process — Role of Compensation Consultant,” this consultant performed no other consulting or other services for us and, based on our review, our Board of Directors and management have determined that the compensation consultant is independent and does not have other relationships with us that would impair its independence.

•	Compensation At-Risk. Our executive compensation program is designed so that a significant portion of cash compensation and all of the PRSU awards are “at risk” based on corporate performance (see “Corporate Governance Matters — Compensation Risk Assessment” above).

•	Equity-Based Compensation. A significant portion of the total compensation we pay to our executive officers, including the Named Executive Officers, is in the form of equity-based compensation, which we believe aligns the interests of our executive officers and stockholders.

•	Performance-Based Incentives. We use performance-based, short-term cash incentives and performance-based long-term equity incentives in the form of PRSU awards.

•	Employment Agreements. We enter into employment agreements with our executive officers providing reasonable severance and change in control benefits (see “Executive Compensation Tables — Employment Arrangements” and “Executive Compensation Tables — Potential Payments upon Termination or Change in Control” below).

•	Health or Welfare Benefits. Our executive officers participate in broad-based Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees, except that we reimburse our executive officers for the costs of an annual physical examination and provide a gross up to cover the income taxes associated with this reimbursement.

•	Stock Ownership Guidelines. We maintain stock ownership guidelines for executive officers and the non-employee members of our Board of Directors.

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Compensation Recovery (“Clawback”) Policy. We maintain a compensation recovery or clawback policy, which provides that, in the event we are required to prepare an accounting restatement as a result of fraud or intentional misconduct, we may recover from those current and former executive officers who are subject to the reporting requirements of Section 16 of the Exchange Act and were involved in the fraud or misconduct any performance-based compensation erroneously paid or awarded in excess of what would have been paid pursuant to the restated financial statements.

•	Multi-Year Vesting Requirements. The PRSU and RSU awards granted to our executive officers are earned and vest over multi-year periods, consistent with current market practice and our retention objectives.

•	No Retirement Plans Other than Standard 401(k) Offered to All Employees. We do not currently offer, nor do we have plans to provide, pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers.

•	Limited Perquisites. We provide minimal perquisites and other personal benefits to our executive officers.

•	No Section 280G Tax Gross-Ups. We do not provide any tax gross-ups that may arise due to the application of Sections 280G and 4999 of the Internal Revenue Code of 1986 (the “Code”) to our executive officers.

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Hedging and Pledging Prohibitions. Our insider trading policy prohibits our employees (including our executive officers) and the members of our Board of Directors from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities for any purpose. Our insider trading policy also prohibits such individuals from engaging in any hedging transaction with respect to our securities.

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•	attract, motivate and retain executive officers of outstanding ability and potential;

•	reward the achievement of key performance measures; and

•	ensure that executive compensation is meaningfully related to the creation of stockholder value.

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•	Assisted in reviewing and updating the compensation peer group;

•	Provided compensation data and analysis for similarly-situated executive officers at our compensation peer group companies;

•	Advised regarding the employment agreement and grant awards for Mr. Donahoe;

•	Advised regarding CEO pay ratio analysis and disclosure;

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•	Advised regarding non-employee director compensation, including compensation data and analysis for our peer group companies and compensation limits; and

•	Updated the Compensation Committee on emerging trends and best practices in the area of executive compensation.

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•	Base salary;

•	Performance-based cash bonuses; and

•	Long-term incentive compensation in the form of time-based stock options and RSU and PRSU awards that are settled in shares of our common stock.

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(1)	Mr. Donahoe’s base salary was determined in connection with his employment agreement, dated February 22, 2017. See the section entitled “Compensation Arrangements with Mr. Donahoe” for more details.

(2)	Effective April 3, 2017, Mr. Slootman resigned from his position as our President and Chief Executive Officer.

(3)	Mr. Desai was appointed as our Chief Product Officer in December 2016, at which time his base salary was set at $450,000.

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(1)	Mr. Donahoe’s bonus target was determined in connection with his employment agreement, dated February 22, 2017. See the section entitled “Compensation Arrangements with Mr. Donahoe” for more details. Mr. Donahoe’s first quarter bonus target was pro-rated for partial service during the quarter.

(2)	Effective April 3, 2017, Mr. Slootman resigned from his position as our President and Chief Executive Officer. Mr. Slootman received a bonus for his service as an executive officer for the first quarter of 2017.

(3)	Mr. Desai was appointed as our Chief Product Officer in December 2016, at which time his bonus target was set at 67% of base salary.

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(1)	Mr. Donahoe’s first quarter bonus is pro-rated for his partial service during the quarter.

(2)	Effective April 3, 2017, Mr. Slootman resigned from his position as our President and Chief Executive Officer. Mr. Slootman received a bonus for his service as an executive officer for the first quarter of 2017.

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(1)	Mr. Donahoe’s PRSU award was granted in connection with his employment agreement, as discussed in the section entitled “Compensation Arrangements with Mr. Donahoe” above, with an effective date of March 6, 2017.

(2)	Effective April 3, 2017, Mr. Slootman resigned from his position as our President and Chief Executive Officer and forfeited 97,152 target shares subject to his PRSU award. After adjusting for the forfeiture described in the preceding sentence, the grant date fair value of Mr. Slootman’s PRSU award was $3,003,292. See below for a discussion of the time-based RSU award granted to Mr. Slootman.

(3)	Effective February 17, 2017, Mr. Desai was granted an initial PRSU award with a target number of shares of 8,864. Effective November 17, 2017, the Compensation Committee granted Mr. Desai an additional PRSU award with a target number of shares

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•	If we achieved less than 80% of the target net new ACV for the year, the number of Eligible Shares would be zero;

•	If we achieved at least 80% and not greater than 100% of the target net new ACV for the year, the number of Eligible Shares would be between 50% and 100% of the target number of shares, determined on a straight-line basis proportional to the extent to which the target net new ACV had been met;

•	If we achieved greater than 100% and not greater than 120% of the target net new ACV for the year, the number of Eligible Shares would be between 100% and 180% of the target number of shares, determined on a straight-line basis proportional to the extent to which the target net new ACV had been met; and

•	If we achieved greater than 120% of the target net new ACV for the year, the number of Eligible Shares would be 180% of the target number of shares.

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(1)

This number includes 1,479,223 shares of common stock subject to stock options outstanding and no shares of common stock subject to RSU awards outstanding under our 2005 Stock Plan, and 1,890,509 shares of common stock subject to stock options outstanding and 11,403,341 shares of common stock subject to RSU and PRSU awards outstanding under our 2012 Equity Incentive Plan. The number of shares subject to PRSU awards outstanding in the table above reflects shares eligible to vest based on actual achievement for PRSU awards for which the performance achievement had been determined as of December 31, 2017, and shares that would be eligible to vest at 100% of target for PRSU awards for which the performance achievement had not yet been determined as of December 31, 2017. This number excludes purchase rights accruing under our 2012 Employee Stock Purchase Plan.

(2)	The weighted-average exercise price relates solely to shares subject to outstanding stock options because shares subject to RSU and PRSU awards have no exercise price.

(3)

Represents 25,813,848 shares remaining available for future issuance under our 2012 Equity Incentive Plan and 9,581,944 shares remaining available for future issuance under our 2012 Employee Stock Purchase Plan. In addition, the number of shares reserved for issuance under our 2012 Equity Incentive Plan will increase automatically on January 1 of each year until January 1, 2022, by up to 5% of the total number of shares of the common stock outstanding on December 31 of the preceding year as determined by our Board of Directors. Similarly, the number of shares reserved for issuance under our 2012 Employee Stock Purchase Plan will increase automatically on January 1 of each year, from January 1, 2013 through January 1, 2022, by up to 1% of the total number of shares of the common stock outstanding on December 31 of the preceding year. No shares are available for future issuance under our 2005 Stock Plan.

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(1)

The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs, PRSUs and stock options to purchase shares of our common stock, respectively, granted to the Named Executive Officers, as computed in accordance with FASB ASC Topic 718. The fair value of our common stock on the date of grant is used to calculate the fair value of RSUs and PRSUs as disclosed in Note 2 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017. The amounts reported in this column exclude the impact of estimated forfeitures related to service-based and performance-based vesting conditions, reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the Named Executive Officers from the equity awards. The amounts reported for the PRSUs assume the probable outcome of the applicable performance conditions at the grant date (i.e. based on 100% of target level performance for the PRSUs granted in February and March 2017, and based on 102% of target level performance for the PRSUs granted in November 2017). If the PRSUs were instead valued based on the maximum outcome of the applicable performance condition (i.e. based on 120% of target level performance), the total amount for the PRSU awards reported in this column for 2017 would increase as follows: Mr. Donahoe, from $8,652,999 to $15,575,364; Mr. Scarpelli, from $6,006,584 to $10,811,815; Mr. Desai, from $5,281,101 to $8,831,710; Mr. Schneider, from $6,006,584 to $10,811,815; and Mr. Slootman, from $12,013,169 to $21,623,629.

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(2)	The amounts reported in the Non-Equity Incentive Plan Compensation column represent the annual sum of the quarterly cash bonuses paid to the Named Executive Officers under our bonus plan as described under the heading “Compensation Discussion and Analysis — Cash Bonuses.”

(3)

Amounts reported for 2015 include (i) personal benefits, including a payment and tax gross-up received by Mr. Slootman of $8,773 for the executive annual physical health benefit, and (ii) a tax gross-up received by each of Messrs. Schneider and Slootman in connection with such executive officer’s attendance at a Company-sponsored trip in the amount of $1,515 and $3,030, respectively. Amounts reported for 2016 include a tax gross-up received by each of Messrs. Schneider and Slootman in connection with such executive officer’s attendance at a Company-sponsored trip in the amount of $2,153 each. Amounts reported for 2017 include (i) personal benefits, including a payment received by Mr. Slootman of $6,412 for the executive annual physical health benefit, and (ii) a tax gross-up received by each of Messrs. Donahoe, Scarpelli, Schneider and Slootman in connection with such executive officer’s attendance at a Company-sponsored trip in the amount of $8,593, $6,520, $4,297 and $6,520, respectively.

(4)	Mr. Donahoe was appointed as our CEO on April 3, 2017. The amounts reported for Mr. Donahoe have been pro-rated to reflect his period of employment during 2017.

(5)

Mr. Slootman resigned from the position of President and Chief Executive Officer effective April 3, 2017. Except for the amounts reported in the Stock Awards column, which reflect the grant date fair value of his equity awards, the amounts reported for Mr. Slootman have been pro-rated to reflect his period of employment during 2017. As a result of his resignation from the position of President and Chief Executive Officer effective April 3, 2017, Mr. Slootman forfeited 97,152 target shares subject to his PRSU award. After adjusting for the forfeiture described in the preceding sentence, the aggregate grant date fair value of Mr. Slootman’s equity awards was $9,009,876, of which $3,003,292 was attributable to his PRSU award, based on the probable outcome of the applicable performance conditions at the grant date (i.e. based on 100% of target level performance). After adjusting for such forfeiture, if Mr. Slootman’s PRSU award was instead valued based on the maximum outcome of the applicable performance condition (i.e. based on 120% of target level performance), the total amount reported in the Stock Awards column for 2017 would be $5,405,907.

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(1)

Represents the amounts that the Named Executive Officers were eligible to receive under our 2017 bonus plan upon the achievement of certain performance targets established by the Compensation Committee. For more information, see “Compensation Discussion and Analysis — Elements of Executive Compensation — Cash Bonuses.” The actual amounts earned by and paid to the Named Executive Officers for 2017 are set forth in the “2017 Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.”

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(2)

Represents the number of shares of common stock subject to PRSUs granted to the Named Executive Officers during 2017. The columns show the number of shares of common stock that would have been eligible to vest at threshold, target and maximum levels of performance. At the threshold level of performance, 50% of the total shares of common stock subject to the PRSU awards would have been eligible to vest; at the target level of performance, 100% of the shares of common stock subject to the PRSU awards would have been eligible to vest; and at the maximum level of performance, 180% of the shares of common stock subject to the PRSU awards would have been eligible to vest. As further described in the section titled “Compensation Discussion and Analysis,” in January 2018, the Compensation Committee determined the actual number of shares eligible to vest pursuant to the PRSU awards based on our 2017 performance. Such eligible shares remain subject to time-based vesting through May 2019.

(3)	Represents the number of shares of common stock subject to RSUs. For additional information, see “Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Compensation.”

(4)

The amounts reported in this column represent the grant date fair value of the RSUs and target PRSUs granted to the Named Executive Officers, as computed in accordance with FASB ASC Topic 718. The fair value of our common stock on the date of grant is used to calculate the fair value of RSUs and PRSUs as disclosed in Note 2 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017. The amounts reported in this column exclude the impact of estimated forfeitures related to service-based and performance-based vesting conditions, reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the Named Executive Officers from the awards.

(5)

As a result of his resignation from his position as our President and Chief Executive Officer effective April 3, 2017, Mr. Slootman forfeited 97,152 of the 129,536 target shares subject to his PRSU award. If the grant date fair value for Mr. Slootman’s PRSU award were adjusted for the actual forfeiture described in the preceding sentence, the grant date fair value of Mr. Slootman’s PRSU award would decrease from $12,013,169 to $3,003,292.

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(1)	The market value of shares is based on the closing price of our common stock on December 29, 2017 of $130.39.

(2)

This stock option award was granted on March 6, 2017 and vested as to 20% of the shares on February 17, 2018. The remaining shares subject to the award will vest in equal monthly installments over the subsequent 48 months, subject to continued service as our CEO on the applicable time-based vesting dates and the satisfaction of the performance conditions described in the section below entitled “Employment Arrangements with Named Executive Officers.”

(3)	This RSU award was granted on March 6, 2017 and vested as to 20% of the shares subject to the RSU award on February 17, 2018. The remaining shares subject to the award will vest in equal quarterly installments over the subsequent 16 quarters, subject to continued employment as our CEO on the applicable time-based vesting dates.

(4)	This RSU award was granted on May 10, 2017 and vests in equal quarterly installments over eight quarters, subject to continued employment as our CEO on the applicable time-based vesting dates.

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(5)

This PRSU award was granted on March 6, 2017 and represents the target number of shares subject to PRSUs outstanding as of December 31, 2017. In January 2018, the Compensation Committee determined the actual number shares eligible to vest based on our 2017 performance, as further described in this proxy statement under “Compensation Discussion and Analysis.” The eligible shares underlying this award vest over one year in four equal quarterly installments beginning on August 17, 2018, subject to continued service as our CEO on each such date.

(6)

This PRSU award was granted on February 12, 2016 and represents the shares eligible to vest following the Compensation Committee’s final determination in January 2017 of performance against the applicable net new ACV target for 2016. The eligible shares underlying this award vest over one year in four equal quarterly installments beginning on August 12, 2017, subject to continued service with us on each such date.

(7)	This RSU award was granted on August 12, 2016 and vests quarterly over 3.75 years, with the first 6.25% of the shares vesting on the date of grant, subject to continued service with us on each such date.

(8)

This PRSU award was granted on February 17, 2017 and represents the target number of shares subject to PRSUs outstanding and, in the case of Mr. Slootman’s award, adjusted for actual forfeitures as of December 31, 2017. In January 2018, the Compensation Committee determined the actual number shares eligible to vest based on our 2017 performance, as further described in this proxy statement under “Compensation Discussion and Analysis.” The eligible shares underlying this award vest over one year in four equal quarterly installments beginning on August 17, 2018, subject to continued service with us on each such date.

(9)	This stock option was granted on January 17, 2017 and vested as to 25% of the shares on December 12, 2017. The remaining shares subject to the award will continue to vest monthly thereafter over the next three years, subject to continued service with us on each such vesting date.

(10)	This RSU award was granted on January 17, 2017 and vested as to 25% of the shares on February 17, 2018, with the remaining shares subject to the award to vest quarterly thereafter over the next three years, subject to continued service with us on each such vesting date.

(11)

This PRSU award was granted on November 17, 2017 and represents the target number of shares subject to PRSUs outstanding as of December 31, 2017. In January 2018, the Compensation Committee determined the actual number of shares eligible to vest based on our 2017 performance, as further described in this proxy statement under “Compensation Discussion and Analysis.” The eligible shares underlying this award vest over one year in four equal quarterly installments beginning on August 17, 2018, subject to continued service with us on each such date.

(12)	This stock option is fully vested.

(13)	This RSU award was granted on February 17, 2017 and vests quarterly over 15 months, subject to continued service with us on each such date.

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(1)	The value realized on exercise is calculated as the difference between the closing price of the shares of our common stock underlying the options when exercised and the applicable exercise price of those options.

(2)	The value realized on vesting is calculated as the number of shares of common stock issued upon vesting of RSUs and PRSUs multiplied by the closing price of our common stock on the vesting date.

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•	an RSU award representing 167,187 shares of common stock, which vested as to 20% of the shares subject to the RSU award in February 2018, with the remaining shares subject to the RSU award to vest in equal quarterly installments over the subsequent 16 quarters, subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates (the “New Hire RSU”);

•

contingent upon Mr. Donahoe’s purchase of $1,000,000 worth of shares of our common stock on the public market by May 12, 2017 (the “Stock Purchase”), an RSU award representing 11,157 shares of common stock that will vest in equal quarterly installments over eight quarters, subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates and his continued retention of the shares purchased in the Stock Purchase (the “Additional RSU”);

•	a stock option to purchase 396,720 shares of our common stock, which will vest over five years upon satisfaction of both time-based and performance-based vesting requirements, as summarized below and more fully described in his employment agreement, subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates (the “New Hire Option”); and

•

a PRSU to acquire 100,313 shares of our common stock, which had a one-year performance period that ended on December 31, 2017 (subject to the same performance metrics as the PRSUs granted to our other executive officers) and is subject to time-based vesting in equal installments over four quarters commencing in August 2018, subject to Mr. Donahoe’s continued employment as our CEO on the applicable time-based vesting dates (the “Initial PRSU”).

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•	a lump sum payment equal to his then-annual base salary for a period of six months from the date of termination;

•	any portion of his annual target bonus opportunity that he would have received had he been employed on the last day of the fiscal year in which the termination of employment occurs pro-rated for a six-month period; and

•

health insurance premiums for himself and his eligible dependents under our group health insurance plans as provided under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, until the earliest of (i) the close of the six-month period commencing on the date of his termination of employment, (ii) the expiration of his eligibility for continued coverage under COBRA or (iii) the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

•	a lump-sum payment equal to his then-annual base salary for a period of six months from the date of termination;

•	his annual target bonus opportunity without regard to achievement of any corporate performance goals; and

•

health insurance premiums for himself and his eligible dependents under our group health insurance plans as provided under COBRA until the earliest of (i) the close of the six-month period commencing on the date of his termination of employment, (ii) the expiration of his eligibility for continued coverage under COBRA or (iii) the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

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•	a lump-sum payment equal to his or her then-annual base salary for a period of six months from the date of death;

•	health insurance premiums for the employee’s eligible dependents under our group health insurance plans as provided under COBRA (or similar programs for employees based outside of the United States) for 12 months following the date of the employee’s death; and

•	the immediate vesting of the employee’s then-unvested shares of our common stock subject to outstanding equity awards, up to maximum value of $500,000, calculated as the fair market value per share minus the exercise price per share, multiplied by the number of shares being accelerated.

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(1)	The value of accelerated vesting is calculated based on the closing price of our common stock on the NYSE as of December 31, 2017, which was $130.39, less, if applicable, the exercise price of each outstanding stock option. The value of accelerated vesting for PRSUs for which achievement had not yet been determined is calculated based on achievement at target levels.

(2)

If Mr. Donahoe’s New Hire RSU, Additional RSU, New Hire Option and/or Initial PRSU are not assumed in a change in control, then the vesting of the RSU and the Additional RSU will accelerate in full, the Option will accelerate in full to the extent the applicable Performance Conditions are achieved upon the change in control, and the Initial PRSU will be treated in the same manner as the 2017 PRSUs granted to the other executive officers. For a complete discussion of Mr. Donahoe’s post-employment compensation, see section entitled “Mr. Donahoe’s Post-Employment Compensation.”

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(1)	Calculated in accordance with Item 402(u) of Regulation S-K.

(2)

We have included this supplemental disclosure to provide annual CEO total compensation without the impact of new hire awards that are not typically granted on a recurring basis. We anticipate that the value of Mr. Donahoe’s annual equity award and annual total compensation for 2018 will be significantly lower than his annual total compensation for 2017 as reported in our “2017 Summary Compensation Table” and, consequently, that our pay ratio for 2018 will be significantly lower than our 2017 pay ratio.

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