Salesforce, We’Re Working Hard to Help Our Investors, Customers, Partners, Employees, and Communities Emerge Strong from This Crisis
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NOTICE OF THE 2020 ANNUAL MEETING AND 2020 PROXY STATEMENT Thursday, June 11 at 2:00 p.m. PT May 1, 2020 Dear Fellow Stockholders: As the world continues to deal with the unprecedented effects of the coronavirus, we hope you and your families are staying healthy and safe. This pandemic reminds us that we are all connected like never before and that we have enduring obligations to each other. At Salesforce, we’re working hard to help our investors, customers, partners, employees, and communities emerge strong from this crisis. Even as we respond to this pandemic, we’re focused on driving our business forward. Accordingly, I would like to invite you to attend the 2020 Annual Meeting of Stockholders of salesforce.com, inc., on Thursday, June 11, 2020, at 2:00 p.m. Pacific Time. This year, we have adopted a virtual meeting format for our annual meeting to provide a consistent experience to all stockholders regardless of location and to reduce the environmental impact of our meeting. A virtual meeting is also consistent with COVID-19 social distancing measures in place at the time of this filing for protection of the public health. We will provide a live audio webcast of the annual meeting at www.virtualshareholdermeeting.com/ CRM2020. At this year’s meeting, we will vote on the election of directors, amendments and restatements of our 2013 Equity Incentive Plan and our 2004 Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder, and the ratification of the selection of Ernst & Young LLP as Salesforce’s independent registered public accounting firm. We will also conduct a nonbinding advisory vote to approve the compensation of Salesforce’s named executive officers. If properly presented at the meeting, we will also consider a stockholder proposal as described in the Notice of 2020 Annual Meeting of Stockholders and Proxy Statement. Finally, we will transact such other business as may properly come before the meeting, and stockholders will have an opportunity to ask questions. Your vote is important. Whether or not you plan to participate at the annual meeting, please vote as soon as possible. You may vote over the internet or, if you requested printed copies of the proxy materials be mailed to you, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you participate in the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of 2020 Annual Meeting of Stockholders and Proxy Statement. Thank you for your ongoing support of Salesforce. Thank you, Marc Benioff Chair, Board of Directors Chief Executive Officer salesforce.com, inc. 415 Mission Street Third Floor San Francisco, California 94105 NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS To be held Thursday, June 11, 2020 TO THE STOCKHOLDERS OF SALESFORCE.COM, INC.: NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of salesforce.com, inc., a Delaware corporation (“Salesforce”), will be held on Thursday, June 11, 2020 at 2:00 p.m. Pacific Time. This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2020. The items of business are: 1. To elect Marc Benioff, Craig Conway, Parker Harris, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sanford Robertson, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal; 2. To amend and restate our 2013 Equity Incentive Plan to increase the number of shares authorized for issuance by 31.5 million shares; 3. To amend and restate our 2004 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchase by 10 million shares; 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021; 5. To approve, on an advisory basis, the fiscal 2020 compensation of our named executive officers; and 6. To consider a stockholder proposal requesting that the Board of Directors undertake steps necessary to permit stockholders to act by written consent. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting. At this time we are not aware of any such additional matters. Stockholders at the close of business on April 16, 2020 and their proxies are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments, continuations or postponements thereof. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 3:00 p.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://investor.salesforce.com. This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the 2020 Annual Report are first being made available to stockholders on May 1, 2020. By Order of the Board of Directors, Amy E. Weaver President, Chief Legal Officer and Secretary San Francisco, California May 1, 2020 WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. YOU MAY VOTE ONLINE OR, IF YOU REQUESTED PRINTED COPIES OF THE PROXY MATERIALS, BY TELEPHONE OR BY USING THE PROXY CARD OR VOTING INSTRUCTION FORM PROVIDED WITH THE PRINTED PROXY MATERIALS. PROXY STATEMENT FOR 2020 ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS About the Annual Meeting ................................................................................ 1 Who is soliciting my vote? .............................................................................. 1 When and where will the Annual Meeting take place? ........................................................ 1 Why are you holding a virtual Annual Meeting? .............................................................. 1 Where can I access the proxy materials? .................................................................. 1 How many votes do I have? ............................................................................ 1 What will I be voting on? ............................................................................... 2 How do I vote in advance of the virtual Annual Meeting? ...................................................... 2 How do I participate in the virtual Annual Meeting? ........................................................... 3 Fiscal Year 2020 in Review ............................................................................... 4 Business Overview ................................................................................... 4 Financial Highlights ................................................................................... 4 Corporate Responsibility ............................................................................... 4 Stockholder Engagement .............................................................................. 5 Board and Governance Overview ........................................................................ 6 Directors and Corporate Governance ...................................................................... 7 Board and Governance Highlights ....................................................................... 7 Board Members ..................................................................................... 8 Board Independence ................................................................................. 15 Board Leadership Structure ............................................................................ 15 Corporate Governance Practices ........................................................................ 16 Board Meeting Attendance and Director Communications ..................................................... 17 Board Committees and Responsibilities .................................................................. 17 Board’s Role in Risk Oversight .......................................................................... 20 Compensation of Directors ............................................................................. 20 Director Stock Ownership Requirement ................................................................... 22 ESG at Salesforce ...................................................................................... 23 Protecting Our Planet ................................................................................. 23 Empowering the Community ...........................................................................