Salesforce Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Leadership Update, Financial Statements and Exhibits
$CRM
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
_________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415 ) 901-7000
N/A
(Former name or former address, if changed since last report)
_________________________________________________________
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
Salesforce, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on June 5, 2025 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”), and the final voting results are set forth below:
1.Election of directors:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Marc Benioff | 688,158,875 | 40,046,744 | 3,976,275 | 105,651,734 | |||||||||||||||||||
| Laura Alber | 711,920,438 | 19,068,867 | 1,192,589 | 105,651,734 | |||||||||||||||||||
| Craig Conway | 695,031,887 | 36,451,491 | 698,516 | 105,651,734 | |||||||||||||||||||
| Arnold Donald | 703,582,907 | 27,137,683 | 1,461,304 | 105,651,734 | |||||||||||||||||||
| Parker Harris | 713,529,188 | 17,860,686 | 792,020 | 105,651,734 | |||||||||||||||||||
| Neelie Kroes | 706,998,482 | 24,410,437 | 772,975 | 105,651,734 | |||||||||||||||||||
| Sachin Mehra | 724,339,454 | 6,883,635 | 958,805 | 105,651,734 | |||||||||||||||||||
| Mason Morfit | 700,943,336 | 30,291,898 | 946,660 | 105,651,734 | |||||||||||||||||||
| Oscar Munoz | 673,805,779 | 57,448,631 | 927,484 | 105,651,734 | |||||||||||||||||||
| John V. Roos | 644,617,613 | 85,392,298 | 2,171,983 | 105,651,734 | |||||||||||||||||||
| Robin Washington | 680,008,195 | 51,427,202 | 746,497 | 105,651,734 | |||||||||||||||||||
| Maynard Webb | 695,584,843 | 35,836,319 | 760,732 | 105,651,734 | |||||||||||||||||||
2. 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 | |||||||||||||||||
| 675,295,163 | 53,795,789 | 3,090,942 | 105,651,734 | |||||||||||||||||
3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2026:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 788,701,717 | 47,921,243 | 1,210,668 | 0 | |||||||||||||||||
4. Advisory vote to approve the fiscal 2025 compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 559,529,998 | 168,504,472 | 4,147,424 | 105,651,734 | |||||||||||||||||
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 34 million shares and to extend the termination date of the plan to March 27, 2035. 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 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 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: | June 9, 2025 | Salesforce, Inc. | |||||||||
/s/ SABASTIAN NILES | |||||||||||
| Sabastian Niles President and Chief Legal Officer | |||||||||||