Current Report Filing (8-k)
June 07 2017 - 5:15PM
Edgar (US Regulatory)
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 6, 2017
Date
of Report (date of earliest event reported)
SALESFORCE.COM, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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001-32224
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94-3320693
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I. R. S. Employer
Identification No.)
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The Landmark @ One Market, Suite 300
San Francisco CA 94105
(Address of principal executive offices)
Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As noted below, on June 6, 2017, the stockholders of salesforce.com, inc. (the Company) approved amendments to the Companys 2013 Equity
Incentive Plan to, among other things, increase the number of shares authorized for grant by 37 million and an amendment to the Companys 2004 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchase
by 8 million. The amendments to the 2013 Equity Incentive Plan also included provisions subjecting awards to minimum vesting requirements and clarifying that dividends or dividend equivalents credited or payable in connection with restricted stock
or restricted stock units are subject to the same restrictions as the underlying award and will not be paid until the underlying award vests. The amended 2013 Equity Incentive Plan and the amended 2004 Employee Stock Purchase Plan are each described
in more detail in the Companys 2017 Proxy Statement, which was filed with the Securities and Exchange Commission on April 26, 2017.
The
foregoing descriptions and the summaries contained in the Companys 2017 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the amended 2013 Equity Incentive Plan and the amended
2004 Employee Stock Purchase Plan, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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The Company held its 2017 Annual Meeting of
Stockholders on June 6, 2017 (the Meeting). The proposals considered at the Meeting are described in detail in the Companys 2017 Proxy Statement. The following proposals were voted upon and the final voting results with
respect to each such proposal are set forth below:
1.
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Elect the following eleven directors, to serve on the Board of Directors (the Board) until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified:
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For
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Against
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Abstain
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Broker
Non-Votes
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Marc Benioff
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581,180,319
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7,374,713
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3,655,061
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53,530,867
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Keith Block
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581,074,984
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8,870,675
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2,264,434
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53,530,867
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Craig Conway
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585,768,761
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4,183,946
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2,257,386
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53,530,867
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Alan Hassenfeld
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578,675,265
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11,255,453
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2,279,375
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53,530,867
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Neelie Kroes
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589,483,011
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464,444
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2,262,638
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53,530,867
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Colin Powell
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589,232,424
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725,973
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2,251,696
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53,530,867
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Sanford Robertson
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577,260,657
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12,682,992
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2,266,444
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53,530,867
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John V. Roos
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583,919,059
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6,025,657
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2,265,377
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53,530,867
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Robin Washington
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584,836,618
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5,107,861
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2,265,614
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53,530,867
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Maynard Webb
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582,902,043
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7,046,349
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2,261,701
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53,530,867
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Susan Wojcicki
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564,680,177
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25,281,587
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2,248,329
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53,530,867
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2.
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Approve the amendment of the Companys 2013 Equity Incentive Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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454,580,150
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135,242,399
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2,387,544
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53,530,867
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3.
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Approve the amendment of the Companys 2004 Employee Stock Purchase Plan:
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For
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Against
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Abstain
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Broker Non-Votes
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588,271,253
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1,647,118
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2,291,722
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53,530,867
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4.
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Ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending January 31, 2018:
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For
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Against
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Abstain
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Broker Non-Votes
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594,481,181
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48,970,714
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2,289,065
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0
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5.
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Advisory vote on the compensation of the named executive officers, as disclosed in the Companys 2017 Proxy Statement:
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For
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Against
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Abstain
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Broker Non-Votes
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569,645,235
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18,487,900
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4,076,958
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53,530,867
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6.
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Advisory vote on the frequency of future advisory votes on executive compensation:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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550,469,703
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650,247
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38,468,669
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2,621,474
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53,530,867
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Considering the strong support for an annual vote as reflected in the voting results, the Companys past
practice of holding annual advisory votes and in light of Boards recommendation of an annual frequency for future advisory votes to approve the compensation of the Companys named executive officers, the Company will continue to hold
future advisory votes to approve the compensation of the Companys named executive officers annually until the matter is again submitted to the Companys stockholders for a vote.
7.
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Stockholder proposal requesting action to allow stockholders to request special meetings of stockholders:
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For
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Against
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Abstain
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Broker Non-Votes
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297,624,555
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291,930,210
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2,655,328
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53,530,867
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The Company values the views of its stockholders and intends to explore this topic further as the Board
continues to evaluate the stockholder proposal.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Amended and Restated 2013 Equity Incentive Plan
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10.2
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Amended and Restated 2004 Employee Stock Purchase Plan
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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.
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Dated: June 7, 2017
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salesforce.com, inc.
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/s/ Amy Weaver
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Amy Weaver
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President, Legal, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amended and Restated 2013 Equity Incentive Plan
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10.2
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Amended and Restated 2004 Employee Stock Purchase Plan
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