Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Proxy Statement Supplement
Spring 2017
investor@salesforce.com
1
2017 Proxy Statement Highlights
Significant
changes to executive compensation
Reduced CEO total compensation by 60% in FY17 vs. FY16 with total
compensation now at levels below FY12
Expanded use of performance-based restricted stock units
(PRSUs) beyond CEO to include all named executive officers (NEOs)
Froze CEO salary and bonus target for second year in a row (no increase since FY15)
Eliminated company-funded CEO personal security benefit for FY18
Salesforce continues to engage and solicit feedback from investors on a year-round basis (engaging >50% of shares
outstanding), and continues to respond to this feedback
2017 proxy agenda includes request to increase shares
authorized under 2013 Equity Incentive Plan and 2004 ESPP
2
Company Overview
Worlds largest customer
relationship management software provider
Founded 1999, public listing (NYSE: CRM) 2004
#1 in CRM market share for the 5th year in a row (Gartner)
$8.4 billion in revenue FY17 (26% Y/Y)
$2.2 billion in operating cash flow (29% Y/Y) Salesforce enables our customers to create deeper relationships wit their
$60.45 billion market capitalization (4/26/17) customers using our suite o we based
CRM software to help customers sell, Headquartered in San Francisco, ~25,000 Employees servi ,
market, and build apps o a
Integrated Philanthropy Model
(1-1-1)
single platform.
Innovator of the Decade
The worlds most innovative companies
2009 2010 2011
September 2012 2013 2014 2011 2012 2013 2016 2015 2016 2017 201 201 2016
3
Intelligent Customer Success Platform
Industry
leading CRM applications on the industrys leading cloud platform
Sales Service Marketing Community
Analytics Apps Commerce IoT Quip AppExchange
Applications
Heroku Component force.com Exchange
Natural Language Predictive Machine & Processing Platform Analytics Deep Learning
Data Management IoT & Social Platform Data CRM Data
4
Sustained Growth
Balancing top and bottom
line growth
Revenue $8,392M Operating Cash Flow $2,162M $6,667M $1,672M $5,374M
$4,071M 12.4% 13.2% $1,181M 10.7% $884M
8.9%
1.7% 0.8%
2.7%
7.0%
FY14 FY15 FY16 FY17 FY14 FY15 FY16 FY17
GAAP Operating Margin
Non-GAAP
Operating Margin 1
5
Drives Stockholder Value
Salesforce has a
track record of delivering significant total stockholder returns
$300 Five-Year Cumulative Total
Return
Salesforce: $271
$250
$200 NASDAQ Computer: $205 S&P 500
Index: $174
$150 $100 $50
$0
FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY
2017
The chart shows how a $100 investment in Salesforce on January 31, 2012 would have grown to $271 on
January 31, 2017. The chart also compares the TSR on an investment in our common stock to the same investment in the S&P 500 Index and the Nasdaq Computer & Data Processing Index over the last five fiscal years, assuming
reinvestment of dividends. 6
Diverse Board
Ongoing and proactive board
refreshment practices
Diverse and Dynamic Experience
10 Public Company Board
Marc Benioff Keith Craig Alan Neelie
(CEO) Block
Conway Hassenfeld Kroes 7 Entrepreneurship / VC
7 International
6 Software Industry
Colin Sanford John Robin Maynard Susan Powell Robertson (LID) Roos Washington Webb Wojcicki
6 Public Company CEO/Executive
Tenure
Independence Diversity 5 Sales Distribution
18% 5 Marketing / Branding
27%
36%
4 Cloud Computing Technology
55%
64%
18% 3 Finance / Accounting
82%
3 Government
<6 years
Independent
6-12
years Gender & Ethnic Diversity
Non-Independent
>12 years 1 Law
Note: Excludes Larry Tomlinson, who is not standing for reelection and will retire from the Board effective as of the Companys 2017 Annual Meeting of Stockholders (see Form
8-K
filed March 17, 2017) 7
Substantial Changes to CEO Compensation
CEO
compensation informed by stockholder feedback
FY15-FY17 CEO Compensation CEO Compensation Structure FY17
$39.9M
-16% Y/Y $33.4M
Reduced CEO pay Security
Expense
67% since FY15 10%
Base PRSUs Salary 52% 33% 86%
12%
$13.2M
-60% Y/Y
Total
$13.2M
Comp
29% 33% Annual Bonus 22% 23% 10% Options
7% 23%
22%
4% 5% 12%
3% 4% 10%
78%
FY15 FY16 FY17
Variable
All Other Comp. Base Salary Annual Bonus Options PRSUs
FY17 Annual Incentive Components FY17 Long-Term Incentive Components
Performance-Based Cash Bonus: Three equally weighted financial Performance-Based Restricted Stock Units: Value tied to relative TSR measures to incentivize
achievement of annual corporate vs. the NASDAQ 100 over three-year performance period; payouts performance goals: 1/3 Revenue; 1/3 Operating Cash Flow; and, 1/3 capped at target if absolute TSR is negative
Non-GAAP
Income from Operations Stock Options: Value tied to increase in market price of Common Stock during the period that the option is outstanding
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Evolution of Compensation Program
Compensation
changes in direct response to stockholder feedback
Feedback We Heard
CEO pay magnitude concerns
Preference towards performance-based equity CEO personal security cost concerns Ensure rigorous performance metrics
Align incentives with stockholder interests
Changes We Made in Fiscal 2016
Reduced CEO compensation 16% Froze CEO salary
Introduced performance-based RSUs (PRSUs) to CEO
PRSUs 64% of target long-term compensation
PRSUs 52% of the total direct compensation Evaluated CEO personal security expenses
Maintained rigorous cash incentive plan targets for FY16, which exceeded both guidance and prior years target and
actual results Introduced PRSUs for our CEO
Increased Board and NEO share ownership requirements
$
Reduced CEO compensation 60% Froze CEO salary
Introduced PRSUs for other NEOs
Eliminated CEO personal security expenses for FY18 Maintained rigorous cash incentive plan targets and introduced PRSUs for FY17 for all NEOs that require above-median relative TSR
performance for target payouts
Introduced PRSUs for all NEOs
Reduced total CEO compensation 67% since FY15 with TSR of 40%
$39.9M $271 $207 $233 $33.4M $31.3M $193 $147 $100 $22.1M
CEO Pay $17.7M
Indexed TSR1 $13.2M
FY12 FY13 FY14 FY15 FY16
1Note: The above chart shows how a $100 investment in Salesforce on January 31, 2012 would have grown to
$271 on January 31, 2017.
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Compensation Program Framework
Align executive
compensation with the interests of our stockholders
Objective: Attract and retain the premier talent needed to
lead our Company in a dynamic, innovative and competitive environment Philosophy: Tie a significant portion of compensation to the performance of our Common Stock and other metrics of Company performance
Pay Component FY 2017 Metrics
Revenue Annual Performance-Based Operating Cash Flow Cash Bonus
Non-GAAP
Income from Operations Performance-Based Relative TSR
Restricted Stock Units (all FY 2017 NEOs) with absolute TSR payout cap Restricted Stock Units Stock Price Stock Options
Stock Price
Rationale
To influence executive performance in achieving
pre-established
annual corporate performance goals in line with our strategy and that are used by
investors to evaluate our financial performance
To directly align our executives interests with those of
our stockholders
(CEO LTI consists of PRSUs and stock options)
To attract, motivate and retain all employees
10
Our Practices
Compensation and Corporate Governance
Compensation
Active
year-round dialogue with stockholders
Significant portion of NEO compensation is
at-risk/variable
Provide appropriate mix of fixed
and variable pay
Implemented PRSUs for all NEOs
Stock ownership requirements for executives and directors
Maintain a compensation clawback policy
Use an independent compensation consultant
Governance
Board composed of 82% independent directors
Board refreshment (six new directors since June 2013)
Lead Independent Director with robust responsibilities
Annual election of directors
Majority voting for directors
Proxy access right at market standard
Compensation Committee composed of independent directors Regular review of executive compensation and peer groups No individual Supplemental Executive Retirement Plans No stock option
repricing No hedging or pledging of our securities No excise tax
gross-ups
upon a change of control
Rigorous director selection and evaluation process Limit on outside directorships Fully independent committees
Comprehensive risk oversight by full board and committees Extensive and ongoing stockholder engagement program (engaging more than 50% of shares in 2016) Stock ownership policy for
directors and executive officers
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Stockholder Proposal: Special Meeting Right
The
Board views this proposal as not appropriate at this time
We oppose the stockholder proposal requesting
establishment of a special meeting right for stockholders owning 15% of our outstanding common stock.
We
intend to gather additional views from stockholders on this topic to incorporate into the Boards ongoing review of corporate governance practices that are appropriate for our Company.
We are concerned that this proposal, which advocates a relatively low ownership threshold for triggering the ability to
call special meetings, could result in misuse by enabling a small group of stockholders to pursue narrow special interests that may not be in the best interests of all stockholders.
We recommend against this proposal in light of:
Our existing corporate governance practices and history of
pro-actively
embracing appropriate changes
Our commitment to engage with stockholders on this topic
The potential for misuse by a small group
The Board recommends a vote AGAINST Proposal 7
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Appendix
GAAP to
Non-GAAP
Financial Reconciliation
(in thousands) Fiscal Year Ended January 31,
Non-GAAP
income from operations 2017201620152014
GAAP income (loss) from operations 64,228114,923(145,633)(286,074)
Plus:
Amortization of
purchased intangibles 225,277158,070154,973146,535
Stock-based
expense 820,367593,628564,765503,280
Less:
Operating lease termination resulting from purchase of 50Fremont, net(36,617)00
Non-GAAP
income from operations $
1,109,872$830,004$574,105$363,741
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Thank You
investor@salesforce.com
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