Good afternoon, ladies and gentlemen. Great to have everybody here. I'm Marc Benioff, Chairman of the Board of Directors and Chief Executive Officer of Salesforce, it's my pleasure on behalf of the board and the officers of Salesforce to extend you a warm welcome and express our appreciation for attending this meeting. I would like to welcome our stockholders who are also listening to the webcast of this event. I'll act as chairman of the meeting, and here with me, to my left, is Burke Norton, our Chief Legal Officer, who will act as secretary of the meeting. I'm also pleased to announce our directors sitting here in the front row. We have Keith Block, also our COO, Craig Conway, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sandy Robertson, Ambassador John Roos, Lawrence Tomlinson, Robin Washington, Maynard Webb, and Susan Wojcicki.
Also are several other company officers and employees in the audience. Also present are Guy Wagner, who is with Ernst & Young, and Hala Martin of Ernst & Young, who are our independent registered public accounting firm. Burke is now going to report on the existence of a quorum and cover the procedural and voting matters. Burke?
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 these documents have been distributed to you. If you don't have a copy, please raise your hand now and a copy will be provided to you.
Okay, thank you.
You're welcome. Thank you as well.
Thank you.
We have appointed Lisa Brenton, a representative of our transfer agent, Computershare, to act as Inspector of Elections. Most stockholders have already voted. If you have any completed ballots or proxies to be counted, raise your hand now so Ms. Brenton can pick them up. Great. If you have 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. On April 21st, 2016, our transfer agent mailed the notice of meeting and our proxy materials and annual report were made available to our stockholders of record as of the record date April 7th, 2016.
The Inspector of Elections has confirmed that a majority of the company's issued 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 election of directors. 12 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 director.
As set forth in the company's proxy statement, the board of directors has nominated the following current members of the board to be elected: Marc Benioff, Keith Block, Craig Conway, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sandy Robertson, Ambassador John Roos, Lawrence Tomlinson, Robin Washington, Maynard Webb, and Susan Wojcicki. The board has recommended a vote in favor of each nominee. With respect to the second through fourth items of business being proposed to our stockholders today, the board has recommended a vote in favor of each proposal. Proposal two is the amendment and restatement of our amended and restated certificate of incorporation to clarify certain provisions related to removal of directors. Two-thirds of all outstanding shares must be voted in favor of this proposal for it to pass.
Proposal three 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, 2017. Approval of this proposal, as well as all other remaining proposals, requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the matter. Proposal four is an advisory vote to approve the compensation of the named executive officers for fiscal 2016. With respect to proposals five and six, the board has recommended a vote against each proposal. Proposal five is a stockholder-submitted proposal to adopt a policy limiting the company's ability to provide change-in-control benefits to senior executives, and proposal six is a stockholder-submitted proposal to adopt a share retention policy applicable to senior executives. Here today to present proposals five and six on behalf of the stockholder proponents is Kevin Christensen.
Can we please provide Mr. Christensen with a microphone to present the proposals now?
You want me to do this now?
Please.
Sure. Good morning, Chairman, members of the board, and fellow shareholders. My name's Kevin Christensen, and on behalf of the New York State Common Retirement Fund and the AFL-CIO Equity Index Fund, I hereby move to proposal number five, which asks our company to require that executives earn their equity compensation and not receive windfall gains just because the company is bought or sold. According to last year's proxy statement, a qualifying termination of employment in the connection to a change of control could have accelerated the vesting of approximately $69.8 million worth of long-term equity to the company's seven senior executives, with Chairman and CEO Marc Benioff entitled to approximately $25.9 million. We don't argue that executives may be entitled to some of these rewards based on their progress towards the performance goals for the time they've worked towards earning time-based restricted stock.
We only ask that these executives receive the awards they've earned and forego the rest. This policy would require that our board assess the executive's performance and time served and allow the awards to vest on a pro rata basis. The key to this proposal is ensuring executives earn awards and not accept unearned equity just because of their change in control. That's number five. Would you like me to go on to number six?
Please.
I'm here on behalf of the International Brotherhood of Electrical Workers Pension Benefit Fund, I hereby move item number six, which asks our company to fully require senior executives to hold on to company stock. We urge the compensation committee to consider a requirement that senior executives hold a significant stake in our company until they retire or leave their position with the firm. Our company's share ownership guidelines require the CEO to hold an amount of shares equivalent to four times his base salary or approximately 112,000 shares, whichever is less. In comparison, last year's proxy statement indicates that the CEO currently owns 42,357,000 shares. Such a low ownership requirement is meaningless in this context. A better structure is to require executives to hold a significant portion of stock rather than just a token amount.
Our proposal suggests executives be required to hold on to 50% of net after-tax shares. Mr. Benioff does not need to work to achieve the stock ownership requirements, which the company says is in place to motivate him. The current share ownership guidelines for our senior executives do not go far enough to ensure alignment between the interests of shareholders and executives. We urge the board to consider a meaningful retention requirement. Please vote in favor of item number six. Thank you.
Thank you very much.
Thank you.
Are there any questions with respect to any of the proposals contained in the proxy statement? Okay. 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 at this time. If you did not turn in a ballot or a proxy or wish to vote in person or revoke 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.
We now have all the ballots and proxies, I hereby declare the polls for each matter voted upon at this meeting closed and direct the Inspector of Elections to collect and tabulate the ballots. I'm informed that the ballots have now been tabulated. Would you like me to report on the results of the voting?
Yes.
The Inspector of Election has confirmed that each of the 12 nominees has 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 his or her successor has been duly elected and qualified. The Inspector of Election has also confirmed that the required number of shares has voted in favor of the amendment and restatement of our certificate of incorporation, the ratification of the appointment of Ernst & Young LLP to act as the company's independent registered public accounting firm for fiscal year 2017, and the compensation of the named executive officers during fiscal 2016. The Inspector of Elections has also confirmed that neither of the two stockholder proponents' proposals has received sufficient votes in favor to pass.
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.
Very good. Well, as there's no further business to come before the meeting, the meeting is therefore adjourned. Thank you very much for attending today's meeting, and thank you for your support of Salesforce.
Does anyone have any questions? Yes.
Can you tell us the results?
We will report the results of the vote after we have received them. We don't have the full results with us here today.
Thank you.
Any other questions?
Seeing there's no more questions, I am calling the meeting closed. Thank you very much.
Thank you.