0001108524FALSE1/3100011085242024-06-272024-06-27

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 27, 2024
Date of Report (date of earliest event reported)
 _________________________________________________________
Salesforce, 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):
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCRMNew York Stock Exchange
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 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:
ForAgainstAbstainBroker Non-Votes
Marc Benioff717,997,28030,423,1562,797,017102,155,941
Laura Alber738,243,03911,934,2461,040,168102,155,941
Craig Conway722,465,86827,715,5891,035,996102,155,941
Arnold Donald734,257,97015,013,7121,945,771102,155,941
Parker Harris739,249,77611,058,344909,333102,155,941
Neelie Kroes735,942,19814,253,9821,021,273102,155,941
Sachin Mehra744,809,3265,364,3191,043,808102,155,941
Mason Morfit745,228,6624,923,0031,065,788102,155,941
Oscar Munoz738,498,89611,690,4921,028,065102,155,941
John V. Roos701,947,36147,339,6491,930,443102,155,941
Robin Washington714,674,06135,466,4131,076,979102,155,941
Maynard Webb735,803,40914,346,5651,067,479102,155,941
Susan Wojcicki743,033,7387,223,358960,357102,155,941

2.     Amendment of the Company’s Restated Certificate of Incorporation to provide for officer exculpation:
ForAgainstAbstainBroker Non-Votes
655,406,57692,534,3393,276,538102,155,941

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:
ForAgainstAbstainBroker Non-Votes
700,013,21947,888,3243,315,910102,155,941

4.     Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2025:
ForAgainstAbstainBroker Non-Votes
812,789,66739,351,4931,232,2340

5.     Advisory vote to approve the fiscal 2024 compensation of the Company’s named executive officers:
ForAgainstAbstainBroker Non-Votes
339,289,556404,773,0127,154,885102,155,941

6.     Stockholder proposal regarding an independent chair of the board:
ForAgainstAbstainBroker Non-Votes
159,928,637578,869,36312,419,453102,155,941

7.     Stockholder proposal requesting stockholder approval of certain executive severance arrangements:
ForAgainstAbstainBroker Non-Votes
38,287,123709,282,8513,647,479102,155,941

8.     Stockholder proposal requesting a report on viewpoint restriction risks:
ForAgainstAbstainBroker Non-Votes
3,865,987740,689,6496,661,817102,155,941


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 36 million shares and to extend the termination date of the plan to March 21, 2034. 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 (the “Current Report”) and incorporated herein by reference.
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.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1
3.2
10.1
104Cover 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, 2024Salesforce, Inc.
/s/ SABASTIAN NILES
Sabastian Niles
President and Chief Legal Officer