Welcome to the Salesforce 2025 Annual Meeting of Stockholders. I will now turn it over to Salesforce.
Hello everyone, I'm Marc Benioff, the Chairman and CEO of Salesforce, and I hereby call this meeting to order. On behalf of Salesforce's Board and Management, who are here with me today, it's our pleasure to welcome you and express our appreciation for your participation in today's meeting. I'll serve as Chair of today's meeting, and Sabastian Niles is sitting to my right. Our President and Chief Legal Officer is going to serve as our Secretary. I'm pleased to introduce the other directors who are joining us today, including Laura Alber, Greg Conway, Arnold Donald, Parker Harris, Neely Cruz, Sasha Marin, Mason Morphet, Oscar Muniz, John Roos, Robin Washington, and Maynard Webb. Also joining us are several members of our Management Team, our Inspector of Elections, and a representative from Ernst & Young, our Independent Auditor.
With that, I'll hand things over to Sabastian, who's going to cover procedural and voting matters.
Thank you, Marc. This meeting will be conducted, as always, in accordance with the agenda and rules of procedure, which are posted on the meeting website. To conduct an orderly and productive meeting, we ask participants to abide by these rules. If you would like to submit a question, you may do so by following the instructions on the meeting website. Please do note that during the business portion of the meeting, we will present the proposals and have provided an opportunity to address any questions related to them. Afterwards, we will keep the line open for a period to address other questions that relate to the company's business or of general interest to stockholders and in line with our procedures. Now, turning to procedural matters, first, our proxy materials were made available beginning on April 24th to stockholders of record as of the record date, which was April 11th.
Two, our Inspector of Elections has confirmed that at least a majority of the company's issued and outstanding shares entitled to vote is present or represented by proxy at today's shareholders' meeting. Therefore, a quorum is deemed present, and the business of this meeting shall proceed. The polls opened at the beginning of the meeting, and the polls will close on all matters immediately after the presentation and discussion of today's proposals before we enter into Q&A. Many of you have already voted by proxy, and your shares will be voted accordingly. You do not need to vote again during this meeting unless you wish to change your vote or if you requested a legal proxy. If you would like to vote now or revoke a prior vote, please follow the instructions on the meeting website before the polls close.
The first item of business is the election of your directors. As set forth in the proxy statement, the Board has nominated the following 12 individuals to be elected: Marc Benioff, Laura Alber, Greg Conway, Arnold Donald, Parker Harris, Neely Cruz, Satya Nara, Mason Morphet, Oscar Muniz, John Roos, Robin Washington, and Maynard Webb. The Board recommends a vote for each nominee. Proposal two is the amendment and restatement of our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance and extend the planned term as detailed in the proxy. Proposal three is the ratification of the appointment of Ernst & Young as our Independent Auditor for fiscal 2026. Proposal four is an advisory vote to approve the compensation of our named executive officers. As detailed in the proxy, the Board recommends a vote for each of these proposals.
I'll pause now for any questions specifically regarding the ballot items. As a reminder, we will close the polls immediately after addressing any such questions. Remember that we will hold a general Q&A session after the business portion of this meeting for other topics that have been raised. It appears that no questions have been asked specifically regarding the ballot items. Based on preliminary voting results, the Inspector of Elections has confirmed that all 12 nominees have received the requisite number of votes to be re-elected as directors of the company, and proposals two, three, and four have also received the requisite number of votes to be approved. The Inspector of Elections will provide a final voting report, which will be included in the minutes of the meeting, and the final voting results will also be filed with the SEC.
Salesforce looks forward to continued engagement with our stockholders as part of our ongoing stockholder engagement program.
Thank you, Sabastian, and there is no further business to come before the meeting. The business portion of the meeting is therefore adjourned and we will now open it up to our general questions.
Thank you, Marc and fellow board members. As mentioned earlier, we will now answer questions that are of general interest to stockholders adhering to the rules of procedure posted on the meeting website, where you can also find instructions for submitting questions. In the interest of us covering as many questions as we can and as time permits, we may summarize questions or cover similar questions at the same time. To the extent there are questions that we do not get to in time, we will incorporate those into our stockholder engagement program, where we have the stockholders' contact information. Let's go to our first question. This is a question regarding proxy voting mechanics. The request is, can you please keep the proxy simple and save shareholders' time by including a vote all option on the ballot when voting for board members? We appreciate this question.
Opportunities to simplify and accelerate and save folks' time is very valuable. We will take this item under advisement. This appears to be an item that just relates to what will be the permissible ways in which we can provide shareholders different voting options with respect to proposal items. We will take this under advisement and have the team review and see whether or not there are items to be addressed with as we get to next year's annual meeting. Our second question relates to why is Salesforce increasing its share number, presumably in relation to the ballot item regarding the plan? I'd love to ask our Chief Operating and Financial Officer, sitting to my left, Robin Washington, to take this one, please.
Sure. Thanks for the question, Sabastian. As you said, we assume this relates to the increase for the amount of shares that are available for issuance under the plan. I want to point out that equity plays a really important role in our compensation program and refreshing our ability to issue shares is a critical part of being able to attract and retain top talent in this highly competitive environment, which is, that is, in effect, our stock-based compensation expense. Most importantly, we're very committed to responsible capital allocation, including capital returns to shareholders. In fact, we achieved share count reduction by more than offsetting stock-based compensation-related dilution in recent years through our share repurchase program. We've returned more than $24 billion since the inception of our capital return program to shareholders, and we returned $3 billion just this past quarter.
Even with our critical stock-based compensation equity incentives, we have actually reduced our overall share count year over year for the last two years.
Thank you, Robin. Let's see. Our next question relates to whether Salesforce intends to establish a continued merit-based performance system and abolish or eliminate what's known as, quote, DEI initiatives. I'd ask our Chief People Officer, Nathalie Scardino, to address this.
Thank you. We have always had a merit-based culture in companies, including a compensation system that does indeed pay for performance. Our performance culture recognizes talent, accelerates growth, and helps every employee realize their full potential, contributing to the company's performance and shared success.
Thank you, Nathalie. I think the next question, let's also put in your wheelhouse. Talk to us, why is Salesforce's executive compensation program appropriate, particularly in relation to the compensation provided to the broader set of employees?
We have, as you know, incredible talent across the world, and our employees are our most important asset. We believe that every employee, including our executives, should be fairly compensated on the critical role that they play here at Salesforce. We also know the market is dynamic and competitive. Our success means that we need to make sure that we're attracting and retaining our critical talent.
All right. Thank you, Nathalie. We have another question relating to executive compensation matters. This one I'd love, if I could send it to our Chair of the Compensation Committee, Mason Morphet, just for the benefit of folks. The question relates to there are tables in the company's proxy statement to provide shareholders with expansive information transparency. The question relates to there's a CEO compensation actually paid total in a pay versus performance table. And the question is that those figures can vary from CEO total compensation amounts in the summary compensation table. Mason, could you address how does the Compensation Committee use the compensation actually paid total compensation figures in its calculation of the CEO target total compensation org for the upcoming year? Obviously, a variety of inputs and factors inform these types of Compensation Committee decisions.
Yeah, happy to take that question. Thanks, Sabastian. Our compensation plans in general are highly performance-based. They're extremely performance-based for the CEO. We set these performance thresholds in a way that is aligned with the company's strategic imperatives, and they have a range of outcomes, a threshold below which nothing is vested, a target amount, and a maximum amount. At the time of grant, we don't know what the outcome is going to be, and it's intended to motivate and incent our leadership team and our CEO. The difference between the grant date value, or what you see in the summary compensation table, and the actual paid amount reflects over time how that performance played out and did it meet threshold, target, maximum, et cetera. A lot of these are tied to equity and also the stock price factors into this equation.
In general, a higher realized amount means better performance and something that is a good thing. That explains the difference between those two numbers.
Thank you, Mason. Our next question relates to sort of a number of topics. I think I'll pick this sort of answer up. The question relates to, as a company, there are various sets of employee benefits, costs, and the like that a company may choose to cover. Some may relate to, again, private medical decisions, wellness decisions, and the like. The particular question is that where a company is covering abortion-related costs, gender transition costs, other sets of items, would Salesforce also cover other sets of choices, adoption, different sets of family coverage, different ways to kind of with respect to family items. Also, in situations, again, highly sort of personal private decisions, detransitioning costs for employees. Again, these all kind of relate to personal decisions for employees. I think I'm happy to kind of take that one kind of big picture.
At Salesforce, we're deeply committed to the health and wellness of all of our employees and their families. People are expecting their own decisions that they may make, whether for medical, for family, kind of different sets of choices. Regular reviews of what's the kind of employee benefit compensation landscape, obviously, as Nathalie had mentioned, we believe competitive compensation, comprehensive benefits are key to attracting, retaining, motivating top talent, while also where it's appropriate to do so, supporting our employees' everyday well-being. To answer the question directly, we do include adoption benefits as people decide how they wish to proceed sort of with their families and life choices, parental benefits, robust health insurance coverage, wellness resources, some generous time-off, family leave programs, and different set of items. Very much appreciate this question.
That's kind of how we come at it, sort of at the Salesforce way, recognizing we review these items periodically. We have more questions. Okay. This one, I'm going to go ahead and ask. I think it may relate to, but it is a shareholder item. A few years back, this shareholder had a money manager that added Salesforce to their retirement account. They've seen good results. Good to hear that. Says, "Hey, I must admit, I still don't fully understand what Salesforce does as a business. Can you please explain to individual investors such as myself what Salesforce does to earn its profits and drive shareholder returns?" Happy to take that one as well. First, I think it's really terrific when we have individual investors.
As you all know, the evolution of kind of the stockholder base for public companies worldwide has evolved to have much more institutional holdings. Individual investors, obviously, are real key partners, source of inside input. We have also appreciated that individual investors themselves are putting, look, their individual capital, perhaps their family's capital, right, and sort of overall generational wealth to work. What does Salesforce do? One, we try to help organizations of any size reimagine their business with AI, very much guided with our core values of trust, of customer success, of innovation, of equality, of sustainability.
As we approach these items of reimagining business of any size with AI, one of our most kind of recent initiatives, really defining and leading the market around this, is agent force, which is really a first solution for enterprises to define humans with AI, humans with agents and digital labor for enterprises. It seamlessly integrates our deeply unified platform, our Customer 360 across all of our data layers, infrastructure layers, agentic layers, apps layers, and the like. Because we are, candidly, we hear from so many people. I hear this from everyone, right? We're the number one AI CRM, right? As we kind of link to that, we also think of going forward how we can just ensure customer success at scale so that humans and agents together, humans with AI, right, deliver stakeholder success on a single sort of trusted platform. We appreciate, again, individual investors.
I will note, if investors have questions, investor@mikesalesforce.com, let us know. We try to provide a lot of information on our website and our reporting around what the company does to create value across all of our stakeholders, especially shareholders. We have another question. I think, Robin, you can take this one. This shareholder hears Mark and the team talk about AI, agents, success. When do we expect that to become meaningful to the financials?
Great question. Thanks, Sabastian. We really view AI, and as you mentioned, us being the number one AI CRM provider, is very critical. Over time, we expect the revenue that we're generating from AI, particularly agents and Data Cloud, to continue to increase. I think more importantly, you should really think about our deeply unified platform. We talked about our Adam framework on the call, where we're looking at not only AI, but AI being agent force, but we're looking at our apps, our data, and our metadata all as part of our core infrastructure on which we will continue to provide the best CRM solutions and data availability to customers globally.
Thank you, Robin. Let's see. We also have, oh, we have a question. How does Salesforce think about impact, sustainability, environmental, social governance matters when it comes to shareholder value? Very much respect and value this question. Kind of stepping back, I think it's right. At Salesforce, we've used sustainability and the broader question of how do we impact, right, the set of stakeholders, including whether it's the planet, whether it's about operational excellence and how we think of our resources, limit waste and the like, and broader environmental, social governance items, not really separate from our core business, but really fundamental to long-term value creation and a core value.
Certainly, when you think of shareholder value and how do we ensure we have durable platforms and resiliency, right, across financials and operational integrity over short-term, medium, long-term, these items are relevant to creating shareholder value and protecting shareholder value and navigating different sets of scenarios. The input we also receive from our customers, our investors, and employees that they often expect companies to make sure you're leading and innovating with purpose. These types of commitments, again, when we get feedback from a wide set of folks, including customers who really prioritize these issues, we hope that they look to have them strengthen our brand, reduce risk, drive innovation.
Our investments in sustainability, whether it's with respect to how we think about emissions, whether it's we think about reporting solutions so that investors and other stakeholders have the information they need to make decisions and customers have the information they need to decide whether or not to partner with us as the number one AI CRM and agentic digital labor set of solutions. This helps customers meet their own goals and reinforce Salesforce as a strategic long-term partner. I think we do believe that doing well by doing good is not only the right thing, it's a good business, and it's been a core part of how we have sought to create value that sustains over time. With that, thank you, investors, for all of your questions and your engagement on these issues. It appears there are no more questions. This concludes the Q&A session.
We value stockholders' feedback and input, and we thank you for participating. The meeting is concluded, and you may now disconnect.