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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
CRM
New York Stock Exchange
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
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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.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Salesforce, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on June 27, 2024 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on May 16, 2024 (the “Proxy Statement”), and the final voting results are set forth below:
1.Election of directors:
For
Against
Abstain
Broker Non-Votes
Marc Benioff
717,997,280
30,423,156
2,797,017
102,155,941
Laura Alber
738,243,039
11,934,246
1,040,168
102,155,941
Craig Conway
722,465,868
27,715,589
1,035,996
102,155,941
Arnold Donald
734,257,970
15,013,712
1,945,771
102,155,941
Parker Harris
739,249,776
11,058,344
909,333
102,155,941
Neelie Kroes
735,942,198
14,253,982
1,021,273
102,155,941
Sachin Mehra
744,809,326
5,364,319
1,043,808
102,155,941
Mason Morfit
745,228,662
4,923,003
1,065,788
102,155,941
Oscar Munoz
738,498,896
11,690,492
1,028,065
102,155,941
John V. Roos
701,947,361
47,339,649
1,930,443
102,155,941
Robin Washington
714,674,061
35,466,413
1,076,979
102,155,941
Maynard Webb
735,803,409
14,346,565
1,067,479
102,155,941
Susan Wojcicki
743,033,738
7,223,358
960,357
102,155,941
2. Amendment of the Company’s Restated Certificate of Incorporation to provide for officer exculpation:
For
Against
Abstain
Broker Non-Votes
655,406,576
92,534,339
3,276,538
102,155,941
3. Amendment and restatement of the Company’s 2013 Equity Incentive Plan to increase the number of shares reserved for issuance and extend the plan term:
For
Against
Abstain
Broker Non-Votes
700,013,219
47,888,324
3,315,910
102,155,941
4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2025:
For
Against
Abstain
Broker Non-Votes
812,789,667
39,351,493
1,232,234
0
5. Advisory vote to approve the fiscal 2024 compensation of the Company’s named executive officers:
For
Against
Abstain
Broker Non-Votes
339,289,556
404,773,012
7,154,885
102,155,941
6. Stockholder proposal regarding an independent chair of the board:
For
Against
Abstain
Broker Non-Votes
159,928,637
578,869,363
12,419,453
102,155,941
7. Stockholder proposal requesting stockholder approval of certain executive severance arrangements:
For
Against
Abstain
Broker Non-Votes
38,287,123
709,282,851
3,647,479
102,155,941
8. Stockholder proposal requesting a report on viewpoint restriction risks:
For
Against
Abstain
Broker Non-Votes
3,865,987
740,689,649
6,661,817
102,155,941
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported above, at the Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2013 Equity Incentive Plan (as amended and restated, the “2013 Equity Incentive Plan”) to increase the number of shares of the Company’s common stock reserved for issuance by an additional 36 million shares and to extend the termination date of the plan to March 21, 2034. The 2013 Equity Incentive Plan is described in more detail in the Proxy Statement.
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2013 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported above, at the Meeting, the Company’s stockholders approved an amendment of the Company’s Restated Certificate of Incorporation to provide for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law and to simplify the existing exculpation provision related to directors of the Company (the “Amendment”), as described in more detail in the Proxy Statement. On June 28, 2024, to effect the Amendment, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. On the same day, the Company subsequently filed a Restated Certificate of Incorporation of the Company (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which incorporated the Amendment and became effective immediately upon its filing.
The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and incorporated herein by reference.
Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document
Signature
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.