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Form 8-K Salesforce, Inc. For: Jun 09

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June 13, 2022 4:24 PM EDT
crm-20220609
0001108524FALSE00011085242022-06-092022-06-09

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 9, 2022
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, Inc.
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 2022 Annual Meeting of Stockholders on June 9, 2022 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2022 Proxy Statement filed with the Securities and Exchange Commission on April 28, 2022 (the “Proxy Statement”), and the final voting results are set forth below:

1.Election of directors:
ForAgainstAbstainBroker Non-Votes
Marc Benioff696,430,58646,710,1741,853,018104,376,173
Bret Taylor724,805,88619,480,793707,099104,376,173
Laura Alber741,031,2713,230,430732,077104,376,173
Craig Conway706,414,65137,045,1701,533,957104,376,173
Parker Harris721,404,90422,122,4271,466,447104,376,173
Alan Hassenfeld693,115,66249,744,7512,133,365104,376,173
Neelie Kroes731,026,21212,419,0391,548,527104,376,173
Oscar Munoz713,386,88830,848,291758,599104,376,173
Sanford Robertson617,075,788122,299,5095,618,481104,376,173
John V. Roos724,204,94919,140,8641,647,965104,376,173
Robin Washington722,919,27121,362,043712,464104,376,173
Maynard Webb696,100,09847,373,1951,520,485104,376,173
Susan Wojcicki740,846,0323,499,685648,061104,376,173

2.     Amendment and restatement of the Company’s 2013 Equity Incentive Plan:
ForAgainstAbstainBroker Non-Votes
674,261,62067,214,0083,518,150104,376,173
3.     Amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan:
ForAgainstAbstainBroker Non-Votes
731,286,85411,168,5002,538,424104,376,173
4.     Ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2023:
ForAgainstAbstainBroker Non-Votes
778,962,19369,859,838547,9200
5.     Advisory approval of the fiscal 2022 compensation of the Company’s named executive officers:
ForAgainstAbstainBroker Non-Votes
662,376,59978,905,3593,711,820104,376,173
6.     Stockholder proposal regarding an independent chair of the board:
ForAgainstAbstainBroker Non-Votes
256,061,405437,914,52751,017,846104,376,173

7.     Stockholder proposal regarding a racial equity audit:
ForAgainstAbstainBroker Non-Votes
249,661,617487,109,2328,222,929104,376,173


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 to the Company’s 2013 Equity Incentive Plan (the “Amended Equity Incentive Plan”) to increase the number of shares reserved for issuance by 43.7 million shares. The Amended Equity Incentive Plan is described in more detail in the Proxy Statement. The Company’s stockholders also approved an amendment to the Company’s 2004 Employee Stock Purchase Plan (the “Amended Employee Stock Purchase Plan”) to increase the number of shares reserved for issuance by 24 million shares. The Amended Employee Stock Purchase Plan is described in more detail in the Proxy Statement.
The foregoing descriptions and the summaries contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Amended Equity Incentive Plan and the Amended Employee Stock Purchase Plan, which are attached hereto as Exhibits 10.1 and 10.2.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits







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 13, 2022Salesforce, Inc.
/s/ TODD MACHTMES
Todd Machtmes
Executive Vice President and General Counsel



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