Salesforce Files 8-K: Director Changes & Compensation Updates

TL;DR

Salesforce 8-K: Board shuffle and pay plan tweaks announced.

AI Summary

Salesforce, Inc. filed an 8-K on June 27, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and updates to executive compensation arrangements. The filing also covers amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns corporate governance and executive compensation, which are standard disclosures and do not inherently indicate significant financial risk.

Key Players & Entities

• Salesforce, Inc. (company) — Filer
• June 27, 2024 (date) — Date of earliest event reported
• 0001108524-24-000014 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share CRM New York Stock Exchange

Filing Documents

• crm-20240627.htm (8-K) — 80KB
• ex31-certificateofamendment.htm (EX-3.1) — 10KB
• ex32-restatedcertificate.htm (EX-3.2) — 24KB
• ex101-2013eipamendedplan.htm (EX-10.1) — 204KB
• 0001108524-24-000014.txt ( ) — 494KB
• crm-20240627.xsd (EX-101.SCH) — 2KB
• crm-20240627_lab.xml (EX-101.LAB) — 23KB
• crm-20240627_pre.xml (EX-101.PRE) — 13KB
• crm-20240627_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

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 Agai

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Salesforce, Inc., dated June 28, 2024 3.2 Restated Certificate of Incorporation of Salesforce, Inc., dated June 28, 2024 10.1 Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan 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/ S ABASTIAN N ILES Sabastian Niles President and Chief Legal Officer

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