01—Abstract
Summary
Summary of the 8-K filed June 13, 2018. Cited figures are marked; the original filing is the authoritative source.
Salesforce, Inc. filed an 8-K on June 13, 2018, reporting on its 2018 Annual Meeting of Stockholders held on June 12, 2018.
The primary purpose of the filing was to provide the final voting results on various proposals put forth to the shareholders. Key among these were the election of directors, amendments to the company's Certificate of Incorporation and its 2013 Equity Incentive Plan, and the ratification of its independent auditor. Significantly, the stockholders approved the amendment to the Certificate of Incorporation allowing stockholders holding at least 15%a of common stock to request a special meeting, a new capability for the company.
The equity incentive plan was also amended to increase the authorized shares and adjust for tax law changes. While most proposals passed with substantial support, a stockholder proposal to report on criteria for investing in high-risk regions was overwhelmingly rejected.
02—Key points
Key Highlights
- All nominated directors were overwhelmingly elected, indicating strong board support from shareholders.
- Shareholders approved an amendment to the Certificate of Incorporation, enabling stockholders meeting specific ownership thresholds (15% or more) to request special meetings.
- The company's 2013 Equity Incentive Plan was amended and restated to increase the number of authorized shares by 40 million and to incorporate changes related to the Tax Cuts and Jobs Act.
- Ernst & Young LLP was ratified as Salesforce's independent auditor for fiscal year 2019 with overwhelming support.
- The advisory vote on executive compensation for named executive officers received strong approval from shareholders.
- A significant majority of shareholders voted against a proposal requesting a report on criteria for investing in, operating in, and withdrawing from high-risk regions.
03—Questions
Frequently Asked Questions
What was the main outcome of the 2018 Annual Meeting of Stockholders?
The main outcome was the reporting of the final voting results on several key proposals. Most notably, shareholders approved amendments to the company's Certificate of Incorporation to allow for special meetings called by significant stockholders and to the 2013 Equity Incentive Plan to increase share availability and adjust for tax legislation.
What is the significance of the amendment to the Certificate of Incorporation regarding special meetings?
This amendment is significant because it grants stockholders a new right: to collectively request the company to call a special meeting, provided they own at least 15% of the common stock and meet certain procedural requirements. Previously, stockholders did not have this ability.
How did the shareholders vote on the executive compensation and the independent auditor ratification?
The shareholders provided strong approval for both. The advisory vote on the fiscal 2018 compensation of named executive officers passed with a substantial majority, and the ratification of Ernst & Young LLP as the independent auditor for fiscal 2019 also received overwhelming support.
Were there any significant proposals that shareholders voted against?
Yes, a stockholder proposal requesting a report on the company's criteria for investing in, operating in, and withdrawing from high-risk regions was overwhelmingly rejected by the shareholders, with a large majority voting against it.
04—Continue