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
September 10, 2013
Date of Report (date of earliest event reported)
SALESFORCE.COM, INC.
(Exact name of Registrant as specified in charter)
| Delaware | 001-32224 | 94-3320693 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
The Landmark @ One Market, Suite 300
San Francisco CA 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2013, Stratton Sclavos and Shirley Young retired from the Board of Directors (the “Board”) of salesforce.com, inc. (the “Company”). Neither Mr. Sclavos nor Ms. Young had any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.
On September 10, 2013, the Board appointed Ambassador John V. Roos and Robin Washington as directors to fill the vacancies left by Mr. Sclavos and Ms. Young. Ambassador Roos will also serve as a member of the Compensation Committee. There are no arrangements or understandings related to Ambassador Roos or Ms. Washington pursuant to which each was selected as a director, neither has any family relationships with any of the Company’s directors or executive officers and neither has direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ambassador Roos and Ms. Washington will receive standard compensation and equity awards available to non-employee directors of the Company.
The Company’s press release announcing these director appointments and retirements is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 12, 2013 | |
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: September 12, 2013 | salesforce.com, inc. | |||||
| /s/ Burke F. Norton | ||||||
| By: Burke F. Norton Title: Executive Vice President and Chief Legal Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 12, 2013 | |
Exhibit 99.1
John Cummings
salesforce.com
Investor Relations
415-778-4188
jcummings@salesforce.com
Chi Hea Cho
salesforce.com
Public Relations
415-281-5304
chcho@salesforce.com
Salesforce.com Appoints Two New Members to its Board of Directors
John V. Roos, Former U.S. Ambassador to Japan, and Robin Washington, Gilead Sciences CFO, join salesforce.com’s Board of Directors
Stratton Sclavos and Shirley Young depart
SAN FRANCISCO, Calif. – September 12, 2013 – Salesforce.com [NYSE: CRM], the world’s #1 CRM platform (http://www.salesforce.com/), announced today the appointments of John V. Roos, the former U.S. Ambassador to Japan, and Robin Washington, CFO of Gilead Sciences, to its Board of Directors. Salesforce.com also announced that Stratton Sclavos, former president and CEO of VeriSign, and Shirley Young, former corporate VP of General Motors, have departed from the company’s Board of Directors. All changes to salesforce.com’s board were effective as of September 10, 2013.
Comments on the News:
| • | “John’s impressive leadership during historic moments of transformation in both the public and private sector and Robin’s wealth of experience in healthcare and technology make them both powerful new additions to our board,” said Marc Benioff, Chairman and CEO, salesforce.com. “Both Stratton and Shirley have been invaluable members of our board for many years, and I am grateful for their countless contributions to salesforce.com’s success.” |
| • | “Salesforce.com has an incredible culture of innovation and continues to move the industry forward as it redefines the next decade of enterprise software, which is why I’m so thrilled to be joining its board,” John Roos said. |
| • | “I’m delighted to be joining the board of one of the world’s fastest growing software companies,” Robin Washington said. |
| • | “It’s been an honor to serve on salesforce.com’s board over the past 13 years and see it grow from an idea into a $3 billion company that has completely transformed the software industry,” Stratton Sclavos said. |
| • | “As the pioneer of cloud computing, salesforce.com has delivered phenomenal momentum around the world and it has been a distinct honor to serve on its board for the past eight years,” Shirley Young said. |
With the appointments of Roos and Washington, salesforce.com’s board now consists of Marc Benioff, salesforce.com chairman and CEO; Keith Block, salesforce.com President and Vice Chairman; Craig Conway, former CEO of PeopleSoft; Alan Hassenfeld, former chairman and CEO of Hasbro; Craig Ramsey, former senior vice president of worldwide sales for Siebel; Sanford Robertson, principal of Francisco Partners; John Roos, former U.S. Ambassador to Japan; Lawrence Tomlinson, former senior vice president and treasurer for Hewlett Packard Company; Robin Washington, CFO of Gilead Sciences; and Maynard Webb, chairman of Yahoo! Inc.
Background on John V. Roos
| • | Roos most recently served as the U.S. ambassador to Japan, from August 2009 to August 2013. |
| • | Prior to his appointment as ambassador, Roos practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, the Silicon Valley law firm, from 1985 to 2009, where he most recently served as Chief Executive Officer. |
| • | Roos holds an A.B. in political science and a J.D., both from Stanford University. |
Background on Robin Washington
| • | Washington is currently the Senior Vice President and Chief Financial Officer of Gilead Sciences, Inc., which she joined in 2008. |
| • | Washington was previously Chief Financial Officer of Hyperion Solutions, which was acquired by Oracle Corporation in March 2007. Prior to Hyperion, she served in a number of executive positions with PeopleSoft, most recently in the role of Senior Vice President and Corporate Controller. |
| • | Washington is a member of the Board of Directors of Honeywell, the Board of Directors of the San Jose Children’s Discovery Museum and the Board of Visitors of Graziadio School of Business and Management at Pepperdine University. |
| • | Washington is a certified public accountant and holds a B.A. in business administration from the University of Michigan and an M.B.A. from Pepperdine University. |
About salesforce.com
Salesforce.com is the world’s largest provider of customer relationship management (CRM) software. For more information about salesforce.com (NYSE: CRM), visit:www.salesforce.com.
Salesforce.com has headquarters in San Francisco, with offices in Europe and Asia, and trades on the New York Stock Exchange under the ticker symbol “CRM.” For more information please visit http://salesforce.com, or call 1-800-NO-SOFTWARE.