Summary
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% 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.
Key Highlights
- 1All nominated directors were overwhelmingly elected, indicating strong board support from shareholders.
- 2Shareholders approved an amendment to the Certificate of Incorporation, enabling stockholders meeting specific ownership thresholds (15% or more) to request special meetings.
- 3The 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.
- 4Ernst & Young LLP was ratified as Salesforce's independent auditor for fiscal year 2019 with overwhelming support.
- 5The advisory vote on executive compensation for named executive officers received strong approval from shareholders.
- 6A significant majority of shareholders voted against a proposal requesting a report on criteria for investing in, operating in, and withdrawing from high-risk regions.