SALESFORCE.COM, INC. (NYSE:CRM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As noted below, on June6, 2017, the stockholders of
salesforce.com, inc. (the Company) approved amendments to the
Companys 2013 Equity Incentive Plan to, among other things,
increase the number of shares authorized for grant by 37million
and an amendment to the Companys 2004 Employee Stock Purchase
Plan to increase the number of shares authorized for employee
purchase by 8 million. The amendments to the 2013 Equity
Incentive Plan also included provisions subjecting awards to
minimum vesting requirements and clarifying that dividends or
dividend equivalents credited or payable in connection with
restricted stock or restricted stock units are subject to the
same restrictions as the underlying award and will not be paid
until the underlying award vests. The amended 2013 Equity
Incentive Plan and the amended 2004 Employee Stock Purchase Plan
are each described in more detail in the Companys 2017 Proxy
Statement, which was filed with the Securities and Exchange
Commission on April26, 2017.
The foregoing descriptions and the summaries contained in the
Companys 2017 Proxy Statement do not purport to be complete and
are qualified in their entirety by reference to the full text of
the amended 2013 Equity Incentive Plan and the amended 2004
Employee Stock Purchase Plan, which are attached hereto as
Exhibits 10.1 and 10.2, respectively.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
The Company held its 2017 Annual Meeting of Stockholders on
June6, 2017 (the Meeting). The proposals considered at the
Meeting are described in detail in the Companys 2017 Proxy
Statement. The following proposals were voted upon and the final
voting results with respect to each such proposal are set forth
below:
| 1. |
Elect the following eleven directors, to serve on the Board of Directors (the Board) until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
|
Marc Benioff |
581,180,319 | 7,374,713 | 3,655,061 | 53,530,867 | ||||||||
|
Keith Block |
581,074,984 | 8,870,675 | 2,264,434 | 53,530,867 | ||||||||
|
Craig Conway |
585,768,761 | 4,183,946 | 2,257,386 | 53,530,867 | ||||||||
|
Alan Hassenfeld |
578,675,265 | 11,255,453 | 2,279,375 | 53,530,867 | ||||||||
|
Neelie Kroes |
589,483,011 | 464,444 | 2,262,638 | 53,530,867 | ||||||||
|
Colin Powell |
589,232,424 | 725,973 | 2,251,696 | 53,530,867 | ||||||||
|
Sanford Robertson |
577,260,657 | 12,682,992 | 2,266,444 | 53,530,867 | ||||||||
|
John V. Roos |
583,919,059 | 6,025,657 | 2,265,377 | 53,530,867 | ||||||||
|
Robin Washington |
584,836,618 | 5,107,861 | 2,265,614 | 53,530,867 | ||||||||
|
Maynard Webb |
582,902,043 | 7,046,349 | 2,261,701 | 53,530,867 | ||||||||
|
Susan Wojcicki |
564,680,177 | 25,281,587 | 2,248,329 | 53,530,867 |
| 2. |
Approve the amendment of the Companys 2013 Equity Incentive Plan: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 454,580,150 | 135,242,399 | 2,387,544 | 53,530,867 |
| 3. |
Approve the amendment of the Companys 2004 Employee Stock Purchase Plan: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 588,271,253 | 1,647,118 | 2,291,722 | 53,530,867 |
| 4. |
Ratify the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for the fiscal year ending January31, 2018: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 594,481,181 | 48,970,714 | 2,289,065 |
| 5. |
Advisory vote on the compensation of the named executive officers, as disclosed in the Companys 2017 Proxy Statement: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 569,645,235 | 18,487,900 | 4,076,958 | 53,530,867 |
| 6. |
Advisory vote on the frequency of future advisory votes on executive compensation: |
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
||||
| 550,469,703 | 650,247 | 38,468,669 | 2,621,474 | 53,530,867 |
Considering the strong support for an annual vote as reflected in
the voting results, the Companys past practice of holding annual
advisory votes and in light of Boards recommendation of an annual
frequency for future advisory votes to approve the compensation
of the Companys named executive officers, the Company will
continue to hold future advisory votes to approve the
compensation of the Companys named executive officers annually
until the matter is again submitted to the Companys stockholders
for a vote.
| 7. |
Stockholder proposal requesting action to allow stockholders to request special meetings of stockholders: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 297,624,555 | 291,930,210 | 2,655,328 | 53,530,867 |
The Company values the views of its stockholders and intends to
explore this topic further as the Board continues to evaluate the
stockholder proposal.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 | Amended and Restated 2013 Equity Incentive Plan | |
| 10.2 | Amended and Restated 2004 Employee Stock Purchase Plan |
About SALESFORCE.COM, INC. (NYSE:CRM)
salesforce.com, inc. is a provider of enterprise cloud computing solutions, with a focus on customer relationship management (CRM). The Company’s Customer Success Platform, including sales force automation, customer service and support, marketing automation, community management, analytics, application development, Internet of Things (IoT) integration and its professional cloud services, provide the next-generation platform of enterprise applications and services. The Company delivers its solutions as a service through all the Internet browsers and on mobile devices. It sells to businesses of all sizes and in a range of industries across the world on a subscription basis, primarily through its direct sales and also indirectly through partners. Its service offerings include Sales Cloud, Service Cloud, Marketing Cloud, Community Cloud, Analytics Cloud, IoT Cloud and App Cloud. It also offers professional services to facilitate the adoption of its solutions.
