Summary
This Form 8-K filing by Salesforce.com, Inc. on June 8, 2012, primarily details two key compensation-related updates. Firstly, the company amended its 2006 Inducement Equity Incentive Plan to increase the share reserve by 400,000 shares, allowing for continued issuance of inducement stock options and awards to employees. This action is noted as being taken without stockholder approval under the NYSE's employment inducement exemption. Secondly, Salesforce introduced the "Kokua Bonus Plan" effective February 1, 2012, replacing the previous "Mahalo Bonus Plan." This new plan outlines the structure for cash bonuses for eligible employees, including named executive officers, based on corporate and individual performance objectives. Executive bonuses will be tied to revenue, operating cash flow, and non-GAAP operating income, with potential adjustments and limitations, and are expected to be paid semi-annually.
Key Highlights
- 1Salesforce amended its 2006 Inducement Equity Incentive Plan to reserve an additional 400,000 shares for equity awards.
- 2The amendment to the 2006 Plan was made without stockholder approval, utilizing the NYSE's employment inducement exemption.
- 3A new cash bonus plan, the "Kokua Bonus Plan," was adopted to replace the "Mahalo Bonus Plan," effective February 1, 2012.
- 4The Kokua Plan links bonuses for eligible employees, including executive officers, to corporate and individual performance objectives.
- 5For executive officers, bonus pool calculation is based on revenue, operating cash flow, and non-GAAP operating income targets.
- 6The filing reports results from the 2012 Annual Meeting of Stockholders, including the election of three Class II directors.
- 7Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm.
- 8An advisory vote to approve the compensation of named executive officers passed with significant support.