Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2018, the Board of Directors (the “Board”) of salesforce.com, inc. (the “Company”) appointed Keith Block asco-Chief Executive Officer, effective August 7, 2018. Mr. Block will serve asco-Chief Executive Officer with Marc Benioff, the Company’s Chairman andco-Chief Executive Officer. Mr. Blockserved as the Company’s Vice Chairman, President and as a director since joining the Company in June 2013, and additionally served as the Company’s Chief Operating Officer since February 2016.
In connection with his appointment asco-Chief Executive Officer, Mr. Block’s base salary was increased from $1,150,000 to $1,435,000, effective as of August 1, 2018, and his annual target bonus was increased from 100% to 200% of his base salary. Bonus amounts will be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Kokua Bonus Plan.
In addition, on August 6, 2018, the Board elected Parker Harris, the Company’sCo-Founder and Chief Technology Officer, as a director, effective August 7, 2018. In connection with Mr. Harris’ appointment, the Board expanded the size of the Board to thirteen members. Mr. Harris will not receive any additional compensation or equity awards for his service as a director of the Company.
Copies of the press releases announcing these changes are attached hereto as Exhibit 99.1 and Exhibit 99.2. The information in the press releases attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective August 7, 2018, the Board approved amendments to the Company’s Amended and Restated Bylaws to provide that more than one person may serve as Chief Executive Officer of the Company and to make other clarifying changes.
This summary of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, which is filed herewith as Exhibit 3.1 and is incorporated into this filing by reference.
