01—Abstract
Summary
Summary of the 8-K filed January 27, 2023. Cited figures are marked; the original filing is the authoritative source.
Salesforce, Inc. announced significant changes to its Board of Directors through an 8-K filing on January 27, 2023.
Two long-standing directors, Alan Hassenfeld and Sanford Robertson, will retire and not seek reelection at the upcoming 2023 Annual Meeting of Stockholders. This marks the end of their tenures on the board. Concurrently, the company appointed three new directors: Arnold Donald, Sachin Mehra, and Mason Morfit, effective March 1, 2023.
Notably, Mr. Morfit's appointment is a result of a Nomination and Cooperation Agreement with ValueAct Capital Management L.P., a significant shareholder. This agreement imposes certain restrictions on ValueAct, including limitations on share ownership and engagement in extraordinary transactions, and requires ValueAct to vote its shares in accordance with the agreement. The new directors will receive standard compensation for non-employee directors.
02—Key points
Key Highlights
- Two directors, Alan Hassenfeld and Sanford Robertson, are retiring and will not stand for reelection at the 2023 Annual Meeting.
- Arnold Donald, Sachin Mehra, and Mason Morfit have been appointed as new directors, effective March 1, 2023.
- Mason Morfit's appointment is part of a Nomination and Cooperation Agreement with ValueAct Capital Management L.P.
- The agreement with ValueAct includes restrictions on ValueAct's activities, such as share ownership limits (max 3.5%) and prohibitions on certain extraordinary transactions.
- ValueAct has agreed to vote its shares according to the terms of the agreement.
- The agreement with ValueAct is effective until at least one month after Mr. Morfit ceases to serve on the Board or 60 days before the nomination deadline for the 2024 annual meeting.
- New directors will receive standard compensation and equity awards for non-employee directors.
03—Questions
Frequently Asked Questions
Why are Alan Hassenfeld and Sanford Robertson retiring from the board?
Alan Hassenfeld and Sanford Robertson have each decided not to stand for reelection as directors and will retire from the Board of Directors effective as of the date of the 2023 Annual Meeting of Stockholders. The filing does not specify the reasons for their decisions beyond their stated intent not to stand for reelection.
What is the significance of the agreement with ValueAct Capital Management L.P. regarding Mason Morfit's appointment?
The agreement with ValueAct Capital Management L.P. signifies a collaboration where ValueAct nominated Mason Morfit for the board. In exchange, ValueAct has agreed to certain restrictions, including limits on its stake in Salesforce (up to 3.5% of common stock), prohibitions on engaging in certain extraordinary transactions, and agreements on how it will vote its shares. This suggests a structured relationship with a key investor.
Will the new directors receive any special compensation?
No, the new directors, Arnold Donald, Sachin Mehra, and Mason Morfit, will receive standard compensation and equity awards in accordance with Salesforce's existing compensation program for non-employee directors. Their compensation will be consistent with that of other non-employee board members.
What are the key restrictions placed on ValueAct Capital Management L.P. by the Nomination and Cooperation Agreement?
ValueAct Capital Management L.P. is subject to several restrictions under the agreement. These include limitations on proposing or engaging in certain extraordinary transactions, a prohibition on acquiring more than 3.5% of Salesforce's outstanding common stock, restrictions on proxy solicitations and other stockholder-related activities, forming groups with other investors, and engaging in short sales of the Company's shares.
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