8-KLeadership ChangesRegulation FD

Salesforce, Inc. 8-K Report, Executive Changes (Nov 24, 2010)

Filed November 24, 2010For Securities:CRM

Summary

This Form 8-K filing from Salesforce.com, Inc. (CRM) on November 24, 2010, primarily details adjustments to executive compensation and discloses a charitable gifting plan by CEO Marc Benioff. The Compensation Committee approved new base salaries and target bonuses for key executives, effective February 1, 2011, alongside equity grants. These changes reflect the company's efforts to retain and incentivize its leadership team as it operates within its fiscal year 2012 structure. Additionally, the filing provides transparency regarding a Rule 10b5-1 trading plan established by CEO Marc Benioff for charitable gifting of up to 346,006 shares. These gifts are intended for public charities, specifically mentioning the University of California, San Francisco Medical Center and its Children’s Hospital, aligning with previous pledged donations. Investors should note these actions are standard for executive compensation adjustments and transparent disclosure of planned share dispositions.

Key Highlights

  • 1Executive compensation adjustments approved for key officers including CEO Marc Benioff, CFO Graham Smith, and other named executive officers, effective February 1, 2011.
  • 2New annual base salaries and annual target bonuses established for Fiscal Year 2012 (Feb 1, 2011 - Jan 31, 2012).
  • 3CEO Marc Benioff's base salary increased to $1,000,000 with a target bonus of $1,500,000.
  • 4Equity grants approved for Named Executive Officers, including stock options for all and restricted stock units for Messrs. Smith, Harris, Hu, and van Veenendaal.
  • 5CEO Marc Benioff adopted a sixth Rule 10b5-1 trading plan for charitable gifting of up to 346,006 shares.
  • 6Charitable gifts are intended for public charities, with specific mention of UC San Francisco Medical Center and its Children's Hospital.
  • 7The company reiterates it will not provide ongoing updates on trading plans of officers and directors unless legally required.

Frequently Asked Questions

Salesforce's Compensation Committee approved new annual base salaries and annual target bonuses for key executives, effective February 1, 2011. This includes increases for CEO Marc Benioff and other named executive officers. Equity grants, such as stock options and restricted stock units, were also approved for these individuals.

Marc Benioff adopted a trading plan for the charitable gifting of a portion of his Salesforce common stock. This plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 and allows for the donation of up to 346,006 shares, primarily to the University of California, San Francisco Medical Center and its Children’s Hospital.

The new annual base salaries and annual target bonuses for the Named Executive Officers are effective starting February 1, 2011, which marks the beginning of Salesforce's Fiscal Year 2012.

The company stated that while it previously disclosed the existence of trading plans for its officers and directors, it does not undertake to report on modifications, terminations, or specific transactions related to these plans unless required by law. Actual transactions made under Mr. Benioff's plan will be reported via SEC filings as required.