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AGM 2017

Jun 6, 2017

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

Okay. Good afternoon, ladies and gentlemen. I am Marc Benioff, Chairman of the Board of Directors and Chief Executive Officer of Salesforce, and it's my pleasure on behalf of the board and the officers of Salesforce to extend you a warm welcome and express our appreciation to you for attending this meeting. I'd also like to welcome our stockholders who are listening to the webcast of this event. I'll act as chairman of this meeting. Amy Weaver, to my left, our President, Legal, and General Counsel, will be acting as Secretary of the meeting. I'm pleased to introduce to you our directors sitting here in the front row, and I'll ask them to stand one by one. Keith Block, Craig Conway, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sandy Robertson, John Roos, Larry Tomlinson, Robin Washington, Maynard Webb, and Susan Wojcicki.

There are also several other company officers and employees in the audience. I'd like them to stand at this time. Also present are Guy Wagner, please stand, and Paula Martin of Ernst & Young. Please stand as well, 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, Legal, 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 of procedure. Copies of this document have been distributed to you, but if you do not have a copy, please raise your hand and we will bring you one right now. We have appointed [Pratima Deto] as representative of Broadridge to act as Inspector of Elections today. Most stockholders have already voted. If you have completed ballots or proxies to be counted, please raise your hand now so Ms. [Deto ] can pick them up. If you've already voted, you do not need to take any further action. If you did not turn in a proxy, or if you wish to vote in person or revoke an earlier 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 April 26th, 2017, to stockholders of record as of the record date April 12th, 2017. The Inspector of Elections has confirmed that a majority of the company's issues and outstanding shares entitled to vote is represented in person or by proxy at today's meeting, and therefore, a quorum is present, and the business of this meeting can be conducted. Since no stockholder nominations or additional proposals were properly filed with the corporate secretary in advance of this meeting, the business of this 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. 11 directors are to be elected at today's meeting.

The votes cast for each nominee's election must exceed the votes cast against such nominee's election in order for the nominee to be elected as a director. As set forth in the company's proxy statement, the board of directors has nominated the following persons: Marc Benioff, Keith Block, Craig Conway, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sanford Robertson, John Roos, Robin Washington, Maynard Webb, and Susan Wojcicki. The board recommends a vote in favor of each of these nominees. Approval of the remaining proposals requires the affirmative vote of a majority of the votes cast, affirmatively or negatively, on the matter. With respect to the second through fifth items of business being proposed to our stockholders today, the board also recommended a vote in favor of each proposal.

Proposal two is the amendment of the company's 2013 Equity Incentive Plan to increase the number of shares authorized for grants by 37 million shares. Proposal three is the amendment of the company's 2004 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchase by 8 million shares. 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 January 31st, 2018. Proposal five is an advisory vote to approve the compensation of the named executive officers for fiscal 2017. Proposal six is an advisory vote on the frequency of future advisory votes to approve the company's named executive officer compensation. With respect to Proposal six, the board recommended a vote in favor of one year. With respect to Proposal seven, the board recommended a vote against the proposal.

Proposal seven is a stockholder-submitted proposal requesting, on an advisory basis, action to allow stockholders holding 15% of the company's stock to call a special meeting of stockholders. Here today to present Proposal seven on behalf of the stockholder proponent is Jing Zhao. Could we please provide Mr. Zhao with a microphone to present the proposal?

Speaker 3

Thank you. We go with shareholders of Salesforce. Hereby request that the board of directors will take the steps necessary to amend our bylaws for each operating governing document to give shareholders in the aggregate up to 15% of our outstanding common stock the power to call a special shareholder meeting. This proposal does not impact our board's current power to call a special meeting. Delaware law allows 10% of company shares to call a special meeting. This is the way to bring an important matter to the attention of both management and shareholders outside the annual meeting structure. This is important because there could be 15 months between annual meetings.

A shareholder right to ask the Director concerns and to call a special meeting are two complementary ways to bring an important matter to the attention of both management and the shareholders outside the annual meeting structure. Both are associated with increased governance integrity and shareholder value. Our company offers no right of shareholders to ask the Director concerns or to call a special meeting. Currently, more than 50% of companies in the S&P 500 have adopted companies bylaws after the incorporations or charter provisions to allow shareholders to call a special meeting. This proposal collects about more than 87% support at Salesforce in 2015. It may be possible to adopt this [inaudible] by simply incorporating after the similar to the [board of tech ] into our governing documents.

Special meetings of shareholders for any purpose are otherwise prescribed by state statute may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or President or Secretary upon the holder in writing of a majority of, or by resolution of the Board of Directors, or at the request in writing of shareholders holding 15% of the entire issued stock of the common shares and outstanding and entitled to vote. We urge the Board to join the mainstream of major American companies and explicitly provide for shareholders holding 15% of our outstanding common stock to call a special meeting. Thank you very much.

Amy Weaver
President, Legal, and General Counsel, Salesforce

Thank you, Mr. Zhao. Are there any questions with respect to this proposal? Because no further business is scheduled to come before the stockholders, I declare the polls for each matter to be voted on at this meeting open and direct that a vote of the stockholders be taken on the matters previously discussed. If you have previously voted, you do not need to take any further action. If you did not turn in a ballot or a proxy, or wish to vote in person or revote an 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, I hereby declare the polls for each matter voted upon at this meeting closed.

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

Okay. Thank you, Amy. Will the Secretary please report the results of the voting?

Amy Weaver
President, Legal, and General Counsel, Salesforce

Certainly. Based on the preliminary voting results, the Inspector of Elections has confirmed that all 11 nominees for director have received more votes cast for his or her election than against. Accordingly, each nominee has been elected as a director of the company to serve until the next annual meeting and until her or his successor has been duly elected and qualified. The Inspector of Elections has also confirmed that the required number of shares has voted in favor of the amendment of the 2013 Equity Incentive Plan, the amendment of the 2004 Employee Stock Purchase Plan, the ratification of the appointment of Ernst & Young LLP to act as the company's independent registered public accounting firm for fiscal 2018, the compensation of the named executive officers during fiscal 2017, one year for the frequency of future advisory votes on named executive compensation.

The Inspector of Elections has also confirmed that a majority of the shares voted present have voted on an advisory basis for allowing stockholders to call a special meeting of stockholders. The views of our stockholders are of utmost importance to the company. Our board of directors will be taking this result under advisement. The Inspector of Elections will furnish a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. The exact voting results will also be filed with the SEC.

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

Okay. As there is no further business to come before this meeting, this meeting is hereby adjourned. We're also happy to take any questions you may have. Please raise your hand if you have a question. Since there's no hands raised, I will now conclude the meeting and thank everybody for coming. Thank you very much.

Amy Weaver
President, Legal, and General Counsel, Salesforce

Thank you all.