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, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted below, on June 6, 2017, the stockholders of salesforce.com, inc. (the “Company”) approved amendments to the Company’s 2013 Equity Incentive Plan to, among other things, increase the number of shares authorized for grant by 37 million and an amendment to the Company’s 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 Company’s 2017 Proxy Statement, which was filed with the Securities and Exchange Commission on April 26, 2017.

The foregoing descriptions and the summaries contained in the Company’s 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.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2017 Annual Meeting of Stockholders on June 6, 2017 (the “Meeting”). The proposals considered at the Meeting are described in detail in the Company’s 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 Company’s 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 Company’s 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 Company’s independent registered public accounting firm for the fiscal year ending January 31, 2018:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

594,481,181   48,970,714   2,289,065   0

 

5. Advisory vote on the compensation of the named executive officers, as disclosed in the Company’s 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 Company’s past practice of holding annual advisory votes and in light of Board’s recommendation of an annual frequency for future advisory votes to approve the compensation of the Company’s named executive officers, the Company will continue to hold future advisory votes to approve the compensation of the Company’s named executive officers annually until the matter is again submitted to the Company’s 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.

 

Item 9.01. 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


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, 2017

  salesforce.com, inc.
 

/s/ Amy Weaver

  Amy Weaver
  President, Legal, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Amended and Restated 2013 Equity Incentive Plan
10.2    Amended and Restated 2004 Employee Stock Purchase Plan
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