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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):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
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
iCommon
Stock, par value $0.001 per share
iCRM
iNew York Stock Exchange
, Inc.
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 2022 Annual Meeting of Stockholders on June 9, 2022 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2022 Proxy Statement filed with the Securities and Exchange Commission on April 28, 2022 (the “Proxy Statement”), and the final voting results are set forth below:
1.Election of directors:
For
Against
Abstain
Broker
Non-Votes
Marc Benioff
696,430,586
46,710,174
1,853,018
104,376,173
Bret Taylor
724,805,886
19,480,793
707,099
104,376,173
Laura Alber
741,031,271
3,230,430
732,077
104,376,173
Craig
Conway
706,414,651
37,045,170
1,533,957
104,376,173
Parker Harris
721,404,904
22,122,427
1,466,447
104,376,173
Alan Hassenfeld
693,115,662
49,744,751
2,133,365
104,376,173
Neelie
Kroes
731,026,212
12,419,039
1,548,527
104,376,173
Oscar Munoz
713,386,888
30,848,291
758,599
104,376,173
Sanford Robertson
617,075,788
122,299,509
5,618,481
104,376,173
John
V. Roos
724,204,949
19,140,864
1,647,965
104,376,173
Robin Washington
722,919,271
21,362,043
712,464
104,376,173
Maynard Webb
696,100,098
47,373,195
1,520,485
104,376,173
Susan
Wojcicki
740,846,032
3,499,685
648,061
104,376,173
2. Amendment and restatement of the Company’s 2013 Equity Incentive Plan:
For
Against
Abstain
Broker
Non-Votes
674,261,620
67,214,008
3,518,150
104,376,173
3. Amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan:
For
Against
Abstain
Broker
Non-Votes
731,286,854
11,168,500
2,538,424
104,376,173
4. Ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2023:
For
Against
Abstain
Broker
Non-Votes
778,962,193
69,859,838
547,920
0
5. Advisory approval of the fiscal 2022 compensation of the Company’s named executive officers:
For
Against
Abstain
Broker
Non-Votes
662,376,599
78,905,359
3,711,820
104,376,173
6. Stockholder proposal regarding an independent chair of the board:
For
Against
Abstain
Broker
Non-Votes
256,061,405
437,914,527
51,017,846
104,376,173
7. Stockholder proposal regarding a racial equity audit:
For
Against
Abstain
Broker
Non-Votes
249,661,617
487,109,232
8,222,929
104,376,173
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 to the
Company’s 2013 Equity Incentive Plan (the “Amended Equity Incentive Plan”) to increase the number of shares reserved for issuance by 43.7 million shares. The Amended Equity Incentive Plan is described in more detail in the Proxy Statement.The Company’s stockholders also approved an amendment to the Company’s 2004 Employee Stock Purchase Plan (the “Amended Employee Stock Purchase Plan”) to increase the number of shares reserved for issuance by 24 million shares.The Amended Employee Stock Purchase Plan is described in more detail in the Proxy Statement.
The foregoing descriptions and the summaries contained in the Proxy Statement do not purport
to be complete and are qualified in their entirety by reference to the full texts of the Amended Equity Incentive Plan and the Amended Employee Stock Purchase Plan, which are attached hereto as Exhibits 10.1 and 10.2.
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.
