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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Jun 9, 2025 · 1y ago · Accession 0001108524-25-000033

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   ________________________________________________________  FORM 8-K ________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2025 Date of Report (date of earliest event reported)   _________________________________________________________ Salesforce, Inc. (Exact name of registrant as specified in its charter)   __________________________________________________________    Delaware 001-32224 94-3320693 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Salesforce Tower 415 Mission Street, 3rd Fl San Francisco , California 94105 (Address of principal executive offices) Registrant’s telephone number, including area code: ( 415 )  901-7000 N/A (Former name or former address, if changed since last report) _________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share CRM New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07    Submission of Matters to a Vote of Security Holders. Salesforce, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on June 5, 2025 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”), and the final voting results are set forth below: 1. Election of directors: For Against Abstain Broker Non-Votes Marc Benioff 688,158,875 40,046,744 3,976,275 105,651,734 Laura Alber 711,920,438 19,068,867 1,192,589 105,651,734 Craig Conway 695,031,887 36,451,491 698,516 105,651,734 Arnold Donald 703,582,907 27,137,683 1,461,304 105,651,734 Parker Harris 713,529,188 17,860,686 792,020 105,651,734 Neelie Kroes 706,998,482 24,410,437 772,975 105,651,734 Sachin Mehra 724,339,454 6,883,635 958,805 105,651,734 Mason Morfit 700,943,336 30,291,898 946,660 105,651,734 Oscar Munoz 673,805,779 57,448,631 927,484 105,651,734 John V. Roos 644,617,613 85,392,298 2,171,983 105,651,734 Robin Washington 680,008,195 51,427,202 746,497 105,651,734 Maynard Webb 695,584,843 35,836,319 760,732 105,651,734 2.     Amendment and restatement of the Company’s 2013 Equity Incentive Plan to increase the number of shares reserved for issuance and extend the plan term: For Against Abstain Broker Non-Votes 675,295,163 53,795,789 3,090,942 105,651,734 3.     Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2026: For Against Abstain Broker Non-Votes 788,701,717 47,921,243 1,210,668 0 4.     Advisory vote to approve the fiscal 2025 compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 559,529,998 168,504,472 4,147,424 105,651,734 Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As reported above, at the Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2013 Equity Incentive Plan (as amended and restated, the “2013 Equity Incentive Plan”) to increase the number of shares of the Company’s common stock reserved for issuance by an additional 34 million shares and to extend the termination date of the plan to March 27, 2035. The 2013 Equity Incentive Plan is described in more detail in the Proxy Statement. The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2013 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01    Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan 104 Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Dated: June 9, 2025 Salesforce, Inc. /s/ S ABASTIAN N ILES Sabastian Niles President and Chief Legal Officer
Filing details
Ticker
CRM
CIK
1108524
Form type
8-K
Filing date
Jun 9, 2025
Report date
Jun 5, 2025
Document
crm-20250605.htm
Size
425 KB