8-K 1 form8-kjune72019annual.htm FORM 8-K Document

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 6, 2019
Date of Report (date of earliest event reported)
 _________________________________________________________
salesforce.com, inc.
(Exact name of registrant as specified in its charter) 
__________________________________________________________ 

Delaware001-3222494-3320693
(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):

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCRMNew 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).
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.com, inc. (the “Company”) held its 2019 Annual Meeting of Stockholders on June 6, 2019 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2019 Proxy Statement filed with the Securities and Exchange Commission on April 25, 2019 (the “Proxy Statement”), and the final voting results are set forth below:

1.Election of directors:
ForAgainstAbstainBroker
Non-Votes
Marc Benioff598,650,255 13,613,542 5,556,580 82,748,580 
Keith Block610,810,105 3,787,116 3,223,156 82,748,580 
Parker Harris608,849,547 5,756,530 3,214,300 82,748,580 
Craig Conway604,853,038 9,730,646 3,236,693 82,748,580 
Alan Hassenfeld597,975,792 16,601,912 3,242,673 82,748,580 
Neelie Kroes613,330,346 1,258,153 3,231,878 82,748,580 
Colin Powell612,721,901 1,898,340 3,200,136 82,748,580 
Sanford Robertson584,077,284 25,518,130 8,224,963 82,748,580 
John V. Roos612,375,828 2,205,253 3,239,296 82,748,580 
Bernard Tyson613,196,393 1,377,856 3,246,128 82,748,580 
Robin Washington564,350,462 49,618,552 3,851,363 82,748,580 
Maynard Webb604,801,059 9,779,690 3,239,628 82,748,580 
Susan Wojcicki614,206,940 363,289 3,250,148 82,748,580 

2. 
(a) Amendment and restatement of the Company’s Certificate of Incorporation to eliminate supermajority voting provisions to amend the Company's governance documents:
ForAgainstAbstainBroker Non-Votes
613,968,919625,029 3,226,429 82,748,580 
(b) Amendment and restatement of the Company’s Certificate of Incorporation to eliminate supermajority voting provisions to remove directors:
ForAgainstAbstainBroker Non-Votes
613,982,025 607,792 3,230,560 82,748,580 

3.  Amendment and restatement of the Company's 2013 Equity Incentive Plan:

ForAgainstAbstainBroker Non-Votes
566,389,272 47,871,772 3,559,333 82,748,580 
4.  Ratification of Ernst & Young LLP as the Company’s independent auditor for fiscal 2020:

ForAgainstAbstainBroker Non-Votes
651,748,698 45,532,804 3,287,455 0
5.  Advisory approval of the fiscal 2019 compensation of the named executive officers:

ForAgainstAbstainBroker Non-Votes
589,504,167 24,558,923 3,757,287 82,748,580 
6.  Stockholder proposal regarding a “true diversity” board policy:

ForAgainstAbstainBroker Non-Votes
7,184,666 603,191,242 7,444,469 82,748,580 


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 35.5 million. The Amended Plan is described in more detail on pages 55-67 of the Proxy Statement.
The foregoing description and the summary contained in the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1.
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 the amendment and restatement of the Company’s Certificate of Incorporation (the “Amended Certificate”) to eliminate the supermajority voting provisions from the Certificate of Incorporation and to replace such provisions with a majority voting standard. The Amended Certificate became effective upon its filing with the Secretary of State of the State of Delaware on June 7, 2019. Prior to the filing of the Amended Certificate, a two-thirds supermajority vote from stockholders was required for stockholders to amend the Company’s bylaws (the “Bylaws”) and certain provisions in the Certificate of Incorporation, and to remove directors from office.
In addition, in connection with stockholder approval of the Amended Certificate, the board of directors of the Company made conforming amendments to the Company’s Bylaws, effective June 7, 2019, to (1) replace the two-thirds supermajority voting provisions to amend the Bylaws set forth in Section 6.2 with the majority voting standard and (2) replace the two-thirds supermajority voting provision to remove directors set forth in Section 2.5 with the same majority voting standard.
The foregoing description is qualified in its entirety by reference to the full text of the Amended Certificate and Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1Amended and Restated Certificate of Incorporation of salesforce.com, inc.
3.2Amended and Restated Bylaws of salesforce.com, inc.
10.1Amended and Restated 2013 Equity Incentive Plan



Exhibit Index




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 7, 2019salesforce.com, inc.
/s/ Amy Weaver
Amy Weaver
President, Legal & Corporate Affairs, General Counsel & Secretary