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
June 11, 2020
Date of Report (date of earliest event reported)
_________________________________________________________
salesforce.com, inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________
| | | | | | | | | | | | | | |
| Delaware | | 001-32224 | | 94-3320693 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
Salesforce Tower
415 Mission Street, 3rd Fl
San Francisco, California 94105
(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 | |
| Common Stock, par value $0.001 per share | | CRM | | New 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).
| | | | | |
| 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.com, inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on June 11, 2020 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2020 Proxy Statement filed with the Securities and Exchange Commission on May 1, 2020, as amended on June 1, 2020 (together, the "Proxy Statement"), and the final voting results are set forth below:
1.Election of directors:
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker
Non-Votes |
| Marc Benioff | 673,434,858 | | 26,983,093 | | 7,438,953 | | 81,876,989 |
| Craig Conway | 681,140,657 | | 22,991,698 | | 3,724,549 | | 81,876,989 |
| Parker Harris | 693,324,819 | | 10,879,305 | | 3,652,780 | | 81,876,989 |
| Alan Hassenfeld | 674,183,712 | | 29,910,602 | | 3,762,590 | | 81,876,989 |
| Neelie Kroes | 699,066,851 | | 5,051,385 | | 3,738,668 | | 81,876,989 |
| General Colin Powell | 699,482,213 | | 4,741,706 | | 3,632,985 | | 81,876,989 |
| Sanford Robertson | 662,156,113 | | 38,135,963 | | 7,564,828 | | 81,876,989 |
| John V. Roos | 696,362,000 | | 7,260,212 | | 4,234,692 | | 81,876,989 |
| Robin Washington | 694,845,718 | | 9,270,691 | | 3,740,495 | | 81,876,989 |
| Maynard Webb | 674,350,495 | | 29,752,795 | | 3,753,614 | | 81,876,989 |
| Susan Wojcicki | 703,818,415 | | 334,883 | | 3,703,606 | | 81,876,989 |
2. Amendment and restatement of the Company's 2013 Equity Incentive Plan:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 648,700,813 | | 55,263,621 | | 3,892,470 | | 81,876,989 |
2. Amendment and restatement of the Company's 2004 Employer Stock Purchase Plan:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 696,287,907 | | 7,861,828 | | 3,707,169 | | 81,876,989 |
4. Ratification of Ernst & Young LLP as the Company’s independent auditor for fiscal 2021:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 723,603,654 | | 62,464,749 | | 3,665,490 | | 0 |
5. Advisory approval of the fiscal 2020 compensation of the named executive officers:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 657,423,255 | | 46,443,266 | | 3,990,383 | | 81,876,989 |
6. Stockholder proposal requesting the ability of stockholders to act by written consent:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 196,167,012 | | 506,847,009 | | 4,842,883 | | 81,876,989 |
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 amendments to the Company’s 2013 Equity Incentive Plan (the “Amended Plan”) to increase the number of shares authorized for grant by 31.5 million and amendments to the Company’s 2004 Employee Stock Purchase Plan (the “Amended ESPP”) to increase the number of shares authorized for employee purchase by 10 million. The Amended Plan and the Amended ESPP are each described in more detail in the Proxy Statement.
The foregoing description 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 Plan and the Amended ESPP, which are incorporated by reference as Exhibits 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Incorporated by Reference | | | | | | |
| Exhibit No. | | Description | | Provided Herewith | | Form | | SEC File | | Exhibit | | Filing Date |
| 10.1 | | | | | | S-8 | | 333-239105 | | 4.3 | | June 12, 2020 |
| | | | | | | | | | | | |
| 10.2 | | | | | | S-8 | | 333-239105 | | 4.4 | | June 12, 2020 |
| | | | | | | | | | | | |
| 104 | | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document | | X | | | | | | | | |
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 12, 2020 | | salesforce.com, inc. |
| | | |
| | | /s/ Amy Weaver |
| | | Amy Weaver
President and Chief Legal Officer |
