Salesforce, Inc. (CRM)
NYSE: CRM · Real-Time Price · USD
237.92
-4.93 (-2.03%)
At close: Sep 18, 2026, 4:00 PM EDT
238.35
+0.43 (0.18%)
Pre-market: Sep 21, 2026, 4:43 AM EDT
← View all transcripts

AGM 2018

Jun 12, 2018

Marc Benioff
Chairman of the Board of Directors and CEO, Salesforce

Good afternoon, ladies and gentlemen. I'm Marc Benioff, Chairman of the Board of Directors and CEO of Salesforce, and it's my pleasure, on behalf of the board and the officers of Salesforce, to extend you a warm welcome and to express our appreciation to you for attending this meeting. I would like to also welcome our stockholders who are listening to the webcast of this event. I will act as chairman of this meeting. Amy Weaver, to my left, our President of Legal and Corporate Affairs and our General Counsel, will act as Secretary of this meeting. I'm pleased to introduce our directors sitting here in the front row, Keith Block, Craig Conway, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sanford Robertson, John Roos, Bernard Tyson, Robin Washington, Maynard Webb, and Susan Wojcicki. There are also several other company officers and employees in the audience.

Also present are Guy Wanger and Paula Martin of Ernst & Young, our independent registered public accounting firm. Amy will now report on the existence of a quorum and cover the procedural and voting matters.

Amy Weaver
President of Legal and Corporate Affairs and General Counsel, Salesforce

Thank you, Marc. At the outset, let me say that this meeting will be conducted in accordance with the agenda and rules as stated. Copies of these documents have been distributed to you. If you don't have a copy, please raise your hand, and one will be brought to you. We've approved Christina Brito as a representative of Broadridge to act as Inspector of Elections. Most stockholders have already voted. If you have completed your proxy ballot or proxy, please raise your hand now so that we may make a count. If you have already voted, you do not need to take further action. If you did not turn in this proxy or if you wish to vote in person and you voted by proxy, please raise your hand now, and a ballot will be brought to you.

Our notice of meeting was mailed, and our proxy materials and annual report were made available beginning on May 2nd, 2018 to stockholders of record as of the record date of July 25th. The Inspector of Elections has confirmed that a majority of the company's [inaudible] have been credited to representatives present both by proxy and in person. Therefore, a quorum is present in accordance with the statute. If you are a stockholder nomination or additional [inaudible], copies of such may be obtained by contacting the company. The business of the meeting is limited to the matters set forth in the company's proxy statement. The first item of business today is the election of directors. 12 directors are to be elected at today's meeting.

To vote a cast for each nominee in election, you must explicitly vote cast against such [inaudible] . In circulation with the proxy statement, the board recommends the nomination of 12 directors as follows: Marc Benioff, Keith Block, Craig Conway, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sanford Robertson, John Roos, Bernard Tyson, Robin Washington, Maynard Webb, and Susan Wojcicki. The board recommends that you give your approval. With respect to the second through sixth items of business set forth in the proxy statement, the board also recommends that you give your approval to the proposals. Proposal two, the amendment of the company's certificate of incorporation to authorize stock splits of 15% of the company's outstanding common stock, requires separate approval by shareholders. A vote in favor of proposal two by two-thirds of the outstanding shares is required.

[inaudible] . Proposal three [inaudible] . A two-thirds majority of [inaudible] is required. Proposal four is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending on October 31, 2018. Proposal five is an advisory vote to oppose a compensation proposal submitted by another shareholder. With respect to proposals six and seven, the board recommends that you vote yes for both items. Proposal six is a proxy for the board to vote your discretion in implementing the proposal.

Proposal seven is the authorization to the board to discuss and report on matters as it sees fit during the course of operating the company's public affairs. Here today to discuss proposal six on the matter of stock voting is Jim Gillies. Jim Gillies.

Jim Gillies

Hi. This proposal simply asks the board to eliminate supermajority voting requirements, seeking instead that decisions by shareholders be made based on a majority of the votes cast for and against proposals. The board of Salesforce argues the following items should require two-thirds vote: removal of any and all directors, adoption, amendment, or repeal of bylaws, amendment of certain provisions in the company's certificate of incorporation. I disagree, and so do most boards. For example, only 16% of S&P 500 companies require a supermajority to remove directors. The Council of Institutional Investors, whose members have more than $3 trillion in assets, has the following policy: "A majority vote of common shares outstanding should be sufficient to amend company bylaws or take other action that requires

Most funds don't announce their votes in advance, but those that have all voted in favor of this proposal. Looking at our largest institutional investors, Fidelity, Vanguard, T. Rowe Price, BlackRock, and State Street, all have policies favorable to simple majority standard. For example, Fidelity will vote against supermajority vote requirements. Vanguard will support proposals to remove supermajority requirements and oppose proposals to impose them. A simple majority vote will strengthen our company's corporate governance. Contrary to supermajority voting, a simple majority standard will give all shareholders equal and fair representation based on the number of shares we own. Vote for proposal number 6 to eliminate supermajority voting requirements and enhance shareholder value. Thank you.

Amy Weaver
President of Legal and Corporate Affairs and General Counsel, Salesforce

Thank you. Are there any questions with respect to this proposal? To introduce proposal number 7 on behalf of the proposer of the proposal, Justin Danhof. Justin, back to the podium.

Justin Danhof
General Counsel and Free Enterprise Project Director, National Center for Public Policy Research

Thank you. My name's Justin Danhof. I'm General Counsel with the National Center for Public Policy Research, and I move proposal 7 on behalf of my colleague, David Ridenour. Under CEO Marc Benioff's leadership, this company has worked to eradicate religious freedom here in the U.S. In doing so, the company has obfuscated facts, contravened the Constitution, and been hypocritical. I'll address these in order. When the company threatened to divest from the state of Georgia over that state's consideration of a Religious Freedom Restoration law, it claimed it was doing so because the measure was designed to discriminate against the LGBT community. Simply not true. The federal government and 31 states have heightened religious freedom laws already. These laws say that the government should not interfere with an individual's religious freedom unless doing so is necessary to reach an important government goal.

They also say that if the government can reach its goal in a way that doesn't abridge religious freedom, it should choose the less obstructive method. That's it. The federal Religious Freedom law that inspired these state laws was co-authored by Senator Ted Kennedy and signed into law by President Clinton. Religious freedom has been a part of American jurisprudence since our nation's founding. It's fair to ask, why is Salesforce objecting to this basic civil right now? There is zero evidence for the company's supposed concern over discrimination. These laws only require the government to avoid interfering with religious freedom if it can do so while still achieving important government goals, one of which, in every state in the union, is, of course, outlawing discrimination. The company also signed the Human Rights Campaign's highly disingenuous amicus brief in the Masterpiece Cakeshop case.

The company's position would've allowed states to compel speech of private businesses and citizens, all while further eroding religious freedom. Thankfully, last week, the U.S. Supreme Court struck down the position of HRC and Salesforce in a landslide seven to two opinion. The company's position was far outside of constitutional bounds. Finally, the company regularly attacks religious freedom here in the U.S. in places like Indiana and Georgia, but it does business in India, Morocco, and China, all countries with extremely questionable track records regarding women's rights, religious rights, and LGBT rights. Where are the company's threats to divest from those regions? Our proposal offers the company a chance to explain these inconsistencies and justify its record on religious freedom. Please vote for proposal seven. Thank you.

Amy Weaver
President of Legal and Corporate Affairs and General Counsel, Salesforce

Thank you.

Are there any questions? Our position on these proposals is as described in our proxy statement. We have no further business and it is therefore incumbent upon the stockholders at the said poll to reach [inaudible] this meeting opened, and directly to [inaudible] as the stockholders see fit on the matters previously discussed. If you have previously voted, you do not need to vote in this further action. If you did not turn in a ballot or a proxy, or wish to vote in person, or revoke your earlier ballot or proxy, please vote at this time using the ballots previously distributed to you. Once you have voted, please raise your hand, and your ballot will be collected. If there are no additional ballots or proxies other than this one, then I hereby declare the poll for each item voted upon at this meeting closed.

Marc Benioff
Chairman of the Board of Directors and CEO, Salesforce

Okay, will the Secretary please report the results of the voting.

Amy Weaver
President of Legal and Corporate Affairs and General Counsel, Salesforce

Based on the preliminary voting results, the Inspector of Elections has confirmed that all 12 nominees have received more votes cast for her or his election than against. Accordingly, each nominee has been elected as a director of the company to serve until the next annual meeting, or until her or his successor has been duly elected and qualified. The Inspector of Elections has also confirmed that based on preliminary results, all of the following proposals have received sufficient votes in favor to pass: the amendment of the company's certificate of incorporation, the amendment of the 2013 Equity Incentive Plan, the ratification of the appointment of Ernst & Young, and the advisory approval of the compensation of the named executive officers. The Inspector of Elections has confirmed also that based on preliminary results, the stockholders have voted to elect the following individuals as the directors of the company's board.

The Inspector of Elections has also confirmed that based on preliminary results, the stockholders have voted to approve the following proposals. The [inaudible] will provide a sign-in voting results, which will be included in the minutes of the meeting. The sign-in voting results will also be signed.

Rob Acker
CEO, Salesforce.org

There's no further business to come before this meeting, the meeting is thereby adjourned. Thank you for attending today's meeting and for continuing your support of Salesforce.

Hal Kelman
Stockholder, Salesforce

Okay. My name is Hal Kelman, and I'm a happy stockholder. This is actually my 50th year investing in technologies. I've done a lot of research and stuff, and you're one of the top 10 people, and I'm glad to be a stockholder. I want to thank you for something you did three years ago. Tony Robbins, you had him for one of your afternoon sessions. I attended his 50-hour Thursday, Friday, Saturday, and Sunday. It was great. My daughter, as we speak, a mild-mannered attorney, is now spending a week in Alaska. Thank you. We both had fun. That's that. Okay. In 50 years, what I noticed is we have long terms, and luckily, I think we're in the fourth inning of a long technology trend that will be great for everyone.

The thing that I see as a problem and has changed in the 50 years is now we have Asia and Europe. With Europe, we have this GDPR, which can fine a company the greater of 4% of revenue or 20 million GBP. Asia, for the first time after 2025, is going to be a really serious competitor in AI and robotics and other technologies. What are your thoughts on that?

Rob Acker
CEO, Salesforce.org

I have an expert on GDPR right here.

Amy Weaver
President of Legal and Corporate Affairs and General Counsel, Salesforce

You're right. You did point out that GDPR has very serious penalties, and something we're aware of and keeping an eye on. On the other hand, GDPR does have aspects to it that I welcome. It focuses on privacy, giving the individual more control over their own private. In certain countries, it's changeable. What we are anticipating right now is whether this is something that the U.S. should be looking into. It's not something that I've done myself, like GDPR, but whether the U.S. should also be [inaudible] towards federal privacy laws rather than going state by state on the consumer side. We're watching very carefully. Any additional questions?

Rob Acker
CEO, Salesforce.org

Very good. Since there's no more additional questions, I would like to thank you for attending the meeting today, and I look forward to seeing you all next year. Thank you.

Amy Weaver
President of Legal and Corporate Affairs and General Counsel, Salesforce

Thanks, Rob.