Welcome to the Salesforce 2026 Annual Meeting of Stockholders. I will now turn it over to Salesforce.
Hello, everyone. I'm Marc Benioff, the Chair and CEO of Salesforce. I hereby call the meeting to order. On behalf of Salesforce's board and our management, it is an absolute pleasure to welcome you and express our deep appreciation for your participation in today's meeting. I'll serve as Chair of today's meeting, Sabastian, our President Chief Legal Officer, is here and is going to serve as Secretary. Our board of directors is also here, including Laura Alber, Amy Chang, Craig Conway, Arnold Donald, Parker Harris, David B. Kirk, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, and Robin Washington. I'd like to take this opportunity to say a huge thank you to Maynard Webb, who is not standing for re-election at today's meeting.
Of course, Maynard has served our board of directors with distinction since 2006, and we all are so deeply grateful, appreciate, and greatly appreciate his many years of dedicated service to Salesforce. Thank you, Maynard, for everything you've done for us. We are so grateful to you. While we are sorry to see you go, we know that it's a great moment, so thank you so very much, and congratulations on everything going on in your life, Maynard. We're also joined by several members of our management, our inspector of elections, and our auditors from Ernst & Young. With that, I'll turn it over to Sabastian.
Thank you, Marc. The meeting will be conducted in accordance with the agenda and rules of procedure, which were posted on the meeting website. To conduct an orderly and productive meeting, we ask participants to abide by these rules. If you'd like to submit a question, you may do so by following the instructions on the meeting website. We express our appreciation and gratitude for those who have already submitted questions for comments. Please note that during the business portion of the meeting, we will present the proposals, and have an opportunity to address any questions related to them. Afterwards, we will keep the line open to address other questions that relate to the company's business and are of general interest to stockholders. Now for procedural matters. Number 1, our proxy materials were made available beginning on April 16th to stockholders of record as of the record date.
We set the record date for April 6th. Our Inspector of Elections, again, who is with us today, 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 stockholders' meeting. A quorum is being present, then the business of this meeting shall proceed. The polls opened at the beginning of the meeting, roughly at 11:34 A.M. PT, and the polls will close on all matters immediately after the presentation and discussion of today's proposals. Many of you have already voted by proxy, and your shares will be voted accordingly. Again, we appreciate the participation and your votes. You do not need to vote again during this meeting unless you wish to change your vote or 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 directors. All the folks gathered here today next to me. As set forth in our proxy statement, the board has nominated the following 13 individuals to be elected. I'll just refer to them by their first names. Full information is contained in your documentation. Marc, Laura, Amy, Craig, Arnold, Parker, David, Neelie, Sachin, Mason, Oscar, John, and Robin. The board recommends a vote for each director 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 plan term.
Proposal three is the amendment and restatement of our 2004 Employee Stock Purchase Plan to increase the number of shares reserved for employee purchase. Proposal four is the ratification of the appointment of Ernst & Young as our independent auditor for fiscal 2027. Proposal five is an advisory vote to approve the compensation of our named executive officers for fiscal 2026. The board recommends a vote for each of the proposals. The next proposal six, was submitted by a stockholder and requests the adoption of cumulative voting for director elections. This proposal will be introduced by a representative of the proponent. We ask that all speakers observe appropriate decorum, keep their comments to the topic of their proposal, and limit their presentation to three minutes. We reserve the right to halt remarks that are not consistent with these rules of procedure. Operator, can you hear me?
Yes, I can.
Perfect. Will you please open the line for proposal six to be introduced.
Yes, of course.
in accordance with materials provided by the proponent? Thank you.
You're welcome.
I'm Paul Chesser of National Legal and Policy Center, the proponent of proposal six. The proposal asks the board to adopt cumulative voting for the election of directors. This reform matters at Salesforce now because Marc Benioff has served as chair, chief executive officer, and co-founder of this company since 1999. Twice in seven years, he attempted to share executive authority through co-CEO arrangements. Both ended in less than two years. The board ratified each appointment, ratified each departure, and these exercises produced no structural change in response. Mr. Benioff's most recent intended successor went on to co-found a startup that now competes in the same agentic AI market Salesforce is aggressively pursuing. These governance failures arrive at a difficult moment for the company. Salesforce stock has declined substantially from its peak.
Wall Street has begun to question whether artificial intelligence agents will displace the business model that Salesforce pioneered. The company has responded with a large buyback program financed in part with debt, yet the market has not been reassured. Shareholders have already discovered the limits of the current voting structure. Three years ago, five of the most prominent activist investors in the country took simultaneous positions in the company. The episode produced two new directors and a negotiated truce, but no lasting structural reform. Cumulative voting offers a more promising potential for meaningful change. It allows shareholders to aggregate their votes for individual director candidates rather than spreading those votes across an entire slate. The Securities and Exchange Commission has observed that the practice strengthens the ability of minority shareholders to elect a director. Institutional shareholder services has often recommended voting in favor of cumulative voting proposals.
The reform allows shareholders to translate economic ownership into boardroom representation without the need for a bruising proxy campaign. Cumulative voting does not guarantee any particular outcome. It restores balance to a process that has not always served all owners of this company equally. For these reasons, National Legal and Policy Center urges our fellow shareholders to vote for Proposal 6. Thank you.
Thank you. We appreciate the submission of the proposal and your remarks. The board recommends a vote against Proposal 6 for the reasons set forth in our proxy statement. 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. We will, however, hold a general Q&A session after the business portion of the meeting, so feel free to hold those questions for later. Thank you. We have now covered all business properly brought before the stockholders today. I now declare the polls for each proposal to be closed at approximately 11:43 A.M. Pacific Time. Here are the results. Based on preliminary voting results, the Inspector of Elections has confirmed that all 13 director nominees have received the requisite number of votes to be reelected as directors of the company.
Congratulations, directors, but more importantly, congratulations to our stockholders. Proposals two, three, four, and five have also received the requisite number of votes to be approved. The Inspector of Elections has further confirmed that based on preliminary voting results, Proposal 6 did not receive 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 publicly with the SEC. Salesforce looks forward to continued engagement with our stockholders year-round as part of our ongoing stockholder engagement program.
Very good. Thank you, Sabastian. If there's no further business to come before the meeting, the business portion of the meeting is now therefore adjourned. We're now going to open up to general questions.
Thank you, Mark. As mentioned earlier, we will now answer questions that are of general interest to stockholders and relate to the company's items. We'll adhere to the rules of procedure posted on the meeting website, where you can also find instructions for submitting questions. In the interest of covering as many questions as we can, we may summarize questions or cover similar questions at the same time. To the extent there are questions we don't get to in time, we will incorporate those into our stockholder engagement program, if we have the stockholder's contact information. Let's now go to our first question. What is Salesforce's strategy for driving improvement in return on invested capital and return on capital employed? I'd love to ask our Chief Financial and Operating Officer, Robin Washington, to take this one.
Thanks, Sebastian, thanks to the shareholder for the thoughtful question. We are making steady improvements on this front over the last several years, and we see a clear path to continuing to improve the returns on invested capital across three dimensions. Those are, one, driving operating leverage and advancing toward Rule of 50 by FY 2030. That was the framework that we laid out at our Investor Day last October. We also are remaining disciplined regarding capital allocation. We're focused on shareholder returns. We did support that with the $50 billion authorization and importantly, the $25 billion ASR that we're in process of completing over the next several months. Lastly, we are making intentional investments to accelerate growth over time. It's my belief that these three levels will drive us to a sustained improvement in returns for our shareholders.
Thank you, Robin. Speaking of our shareholders, Robin, would you please respond to the second question we received, which is: What is the company's view on its recent stock price performance?
Yeah. Clearly there's overall market dynamics happening in the software industry, as we're all deeply aware of. I think important to Salesforce is that we remain deeply committed to customer success and trust. They're our top two core values. They've been our North Star for 27 years, and they underpin our leadership as the number one agentic CRM. Customer success drives our success. As I mentioned before, we did lay out a framework. We're very confident in the FY 2030 Rule of 50 framework, and importantly, our revenue path to $63 billion-plus over the next several years. We are undervalued at this current level, which is why we've undertaken the ASR process as well as the $50 billion share repurchase program, of which we still have $25 million remaining on. The impacts of this was felt in our Q1 results, which we reported yesterday, with strong upside in EPS.
Overall, we are very confident that our consistent execution against our growth and profitability targets, including accelerating organic revenue growth in the back half of this fiscal year, it is the most durable path to long-term shareholder value creation.
Thank you, Robin. Moving on to our third question. Could the company share its perspective on the current size of the board and how it supports efficient governance? I'll actually ask our Lead Independent Director, Arnold Donald, to take this one.
Thanks, Sebastian. Hello, everyone, and thanks for your investment in Salesforce. We believe the board's current size of 13 members is appropriate for Salesforce today. It's large enough to provide the breadth of skills necessary to oversee the complex business that we have, and is focused enough to operate efficiently, which is absolutely critical given the fast-paced industry in which we operate. Our directors are highly engaged and effective, and as directors, our performance is assessed through a robust annual evaluation process, which also reviews overall board composition and size. The Nominating and Corporate Governance Committee, chaired by John V. Roos, regularly reviews these matters in light of the needs, maintains a pipeline of qualified directors, which has led to regular board and committee refreshment, including the recent appointments of Amy Chang and David Kirk, who add valuable skills the company and our investors are already benefiting from.
We feel this size has worked very well for us, and we will continue to evaluate it as we go along and make changes as we need to.
Very good. Thank you, Arnold. Looks like our fourth question might also be for you. Salesforce has three board members who sit on two or three other public boards. What practices are in place to allow board members to appropriately concentrate their time on Salesforce, particularly in the AI world that Salesforce is involved with?
As I mentioned in the previous question, our directors are highly engaged, and it's evidenced by our board meeting attendance rate and all the work done by the board and committees over the past year. Our directors also join various company town halls, strategy sessions, customer events, and business and product reviews in between board meetings throughout the year. We have highly skilled leaders who are in demand. However, in addition to the demonstrated personal commitment each director demonstrates, the board has put in place structures to ensure we are appropriately committed. This includes the over-boarding limits set out in our corporate governance guidelines.
As part of the annual nomination process, the governance committee also assesses each director in compliance with this expectation that directors, one, devote sufficient time to Salesforce, and two, do not allow other commitments to conflict with or materially interfere with their work here.
Very good. Thank you, Arnold Donald. I'm now going to turn to, let's see, we have a few more questions. The first is actually a comment, and as I read it, I assure you that this is not a comment that I submitted myself. Thank you for the constructive and positive engagement with shareholders, board of directors, and management team. We consider our engagement earlier this season an excellent example of effective investor-company dialogue, and particularly appreciate the good faith sentiment you bring to the table. Yes, we appreciate that, but look, we really greatly value our ongoing partnership and appreciate your positive feedback regarding our year-round stockholder engagement program, including our specific engagement with you. We deeply value the perspectives of our investors and are proud of our extensive program that fosters a real two-way dialogue.
Your direct insights are essential to our decision-making process and directly shape our corporate governance, AI strategies, and other frameworks, including around compensation and other priorities to shareholders. We have one more question. While I read this, we'll see if any other come in. Salesforce says that the business of business is to make the world a better place for uninvested stakeholders. How does this board justify its stakeholder capitalism philosophy when its fiduciary duty is to maximize value for shareholders, not pursue management's personal political objectives? A couple thoughts there. Number one, absolutely are committed to delivering and creating value for our shareholders. Those of you who listened to our earnings call saw that this was an outstanding quarter for Salesforce. Record revenue, record deals, and cash flow.
Agentic AI, we see as the biggest growth opportunity for our customers and for Salesforce, and other key items just so clear that Salesforce has never been more essential. Another very critical stakeholder, of course, is our customers. Our customers are what guide us, and we are committed to customer success, and that is whereby with our leadership and innovation and the like, create value for shareholders over the near, medium, and long term. Now to your question, we also firmly believe that our core values of trust, customer success, innovation, equality, and sustainability directly create value and protect value, and that our brand associations with these values, which many of our customers focus on and engage with us on, have significantly contributed to our overall business success.
Of course, this came up from quite a number of our shareholder engagements, upholding high ethical standards and actively mitigating any adverse impacts that we may have to people, planet, and the like, allows us to proactively manage enterprise risks, build and preserve necessary stakeholder trust, and drive long-term financial performance. Investing in our communities, environment, employees fosters innovation, efficiency, and engagement required to successfully lead the agentic AI revolution. As you know, with Salesforce pushing very aggressively into the agentic enterprise and our customers leading the way here, we're aiming for a $60 billion+ revenue target by FY 2030, we're continuing to just drive forward all these items across our stakeholders and the like. We very much appreciate the questions, and we are solely focused on these priorities. We have another question that has now come in.
With Salesforce pushing aggressively into the agentic enterprise, aiming for this revenue target by FY 2030, how do you see the evolution of your consumption-based pricing models, specifically regarding Agentforce impacting customer lifetime value, long-term margins compared to traditional seat-based subscription models, particularly as enterprises face tighter budget constraints and higher regulatory oversight for AI implementation? I would ask here, Miguel, our chief revenue officer, to tackle this topic.
Thank you, Sabastian. We believe that the transition to consumption-based pricing measured by Agent Work Units, which we introduced a couple of quarters ago, expands our total addressable market and creates new monetization pathways as AI agents take on more work in the enterprise. Rather than experiencing seat compression, our sales and services continue to grow year-on-year, and our top 10 customers by AWU usage have increased their total sales spend by 1.5, a 50% increase over the last year. While our AI and data gross margins are neutral in the near term, as we optimize for adoption, we expect long-term margin accretion as software efficiency scales and our Hyperforce infrastructure matures. This trajectory, alongside declining token costs and disciplined operational execution, keeps us on track to achieve our profitable growth framework target of Rule of 50 by fiscal year 30.
To help enterprises navigate budget constraints and regulatory scrutiny, Agentforce is built on our Trust Layer, which enforces strict permissions-based data governance and compliance controls. By delivering trusted out-of-the-box agents and reduced configuration complexity and speed time to value, we provide our customers with a lower total cost of ownership and a higher return on investment.
Thank you, Miguel. Next question: Beyond your existing product suite, what is the core architectural shift required to fully transition your platform into an agentic enterprise that prioritizes autonomous AI action over traditional software workflows? Srini, I'd love if you would take this question.
Thanks. We have deeply unified our platform architecture with Data 360 to provide AI agents with a single governed source of truth and the real enterprise context required to reason effectively, accurately, and act effectively. This architecture pairs LLM reasoning with deterministic logic, ensuring that all autonomous agent actions strictly adhere to our native governance permissions and established business workflows. We also recently announced Headless 360, which exposes the full Salesforce, Agentforce, and Slack platforms as APIs and MCP tools to enable AI agents to autonomously access data and workflows on any surface without a browser.
Very good. We have a question. How do you see your hiring and team restructuring plans evolve in the light of recent AI advancements while maximizing shareholder and employee interests, as well as stakeholder trust? Look, as we step back and we think of how Salesforce helps organizations of any size become agentic enterprises, the vision is clear. It integrates humans, right? Humans first, agents, apps, and data on a trusted, unified platform to unlock unprecedented growth and innovation for our customers. We are actively managing the items that you mentioned through what we call our four R's framework. How do we redesign, reskill, redeploy, and rebalance? We can successfully integrate human AI collaboration and ensure our teams are skilled. We think this place should be the absolute best place for people to grow and impact their AI careers and have professional purpose.
We really want everyone to be able to thrive in high-impact roles as work and workforces and impacts are redesigned. Look, to maximize both employee opportunity and shareholder value, as you asked in your question, we prioritize AI fluency, internal career mobility, seeing how everyone here can become builders, and internal mobility, it's enabled us to fill nearly 40% of open roles with existing internal talent in fiscal 2026. Look, we seek to enable high aligned performance through fair, objective, and consistent talent processes. It appears there are no more questions. This concludes the Q&A question. Again, we value stockholder feedback and input. We thank you for participating. The meeting has concluded, and you may now disconnect. See you next year.
This conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Thank you