CRM Salesforce, Inc. - 8-K

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 and restatement of the Company’s 2013 Equity Incentive Plan (as amended and restated, the “2013 Equity Incentive Plan”) to increase the number of shares of the Company’s common stock reserved for issuance by an additional 34 million shares and to extend the termination date of the plan to March 26, 2036. The Company’s stockholders also approved an amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan (as amended and restated, the “2004 Employee Stock Purchase Plan”) to increase the number of shares of the Company’s common stock reserved for employee purchase. The 2013 Equity Incentive Plan and 2004 Employee Stock Purchase Plan are described in more detail in the Proxy Statement.

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2013 Equity Incentive Plan and 2004 Employee Stock Purchase Plan, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

Salesforce, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on May 28, 2026 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on April 16, 2026 (the “Proxy Statement”), and the final voting results are set forth below:

1. Election of directors:

For

Against

Abstain

Broker Non-Votes

Marc Benioff

588,577,059

20,946,190

2,726,206

102,463,325

Laura Alber

602,516,397

8,992,956

740,102

102,463,325

Amy Chang

608,646,951

2,872,454

730,050

102,463,325

Craig Conway

595,222,240

16,522,903

504,312

102,463,325

Arnold Donald

602,393,586

9,085,434

770,435

102,463,325

Parker Harris

605,071,606

6,725,411

452,438

102,463,325

David B. Kirk

607,648,195

4,038,035

563,225

102,463,325

Neelie Kroes

592,988,467

18,725,161

535,827

102,463,325

Sachin Mehra

606,993,415

4,754,032

502,008

102,463,325

Mason Morfit

576,606,387

35,106,845

536,223

102,463,325

Oscar Munoz

604,377,069

7,353,703

518,683

102,463,325

John V. Roos

570,632,397

40,064,925

1,552,133

102,463,325

Robin Washington

575,435,966

36,317,035

496,454

102,463,325

2.     Amendment and restatement of the Company’s 2013 Equity Incentive Plan to increase the number of shares reserved for issuance and extend the plan term:

For

Against

Abstain

Broker Non-Votes

463,629,512

147,908,314

711,629

102,463,325

3.     Amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan to increase the number of shares reserved for employee purchase:

For

Against

Abstain

Broker Non-Votes

609,941,606

1,918,316

389,533

102,463,325

4.     Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2027:

For

Against

Abstain

Broker Non-Votes

663,734,521

49,972,013

1,006,246

0

5.     Advisory vote to approve the fiscal 2026 compensation of the Company’s named executive officers:

For

Against

Abstain

Broker Non-Votes

493,864,228

117,716,717

668,510

102,463,325

6.     Stockholder proposal regarding the adoption of cumulative voting for director elections:

For

Against

Abstain

Broker Non-Votes

14,366,031

595,803,890

2,079,534

102,463,325

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan

10.2

Salesforce, Inc. Amended and Restated 2004 Employee Stock Purchase Plan

104

Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document