Salesforce Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$CRM
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
Registrant’s telephone number, including area code: (415 ) 901-7000
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 104 | 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.
| Dated: | July 1, 2024 | Salesforce, Inc. | |||||||||
/s/ SABASTIAN NILES | |||||||||||
| Sabastian Niles President and Chief Legal Officer | |||||||||||