UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 2, 2016
Date of Report (date of earliest event reported)
SALESFORCE.COM, INC.
(Exact name of Registrant as specified in charter)
| Delaware | 001-32224 | 94-3320693 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
The Landmark @ One Market, Suite 300
San Francisco CA 94105
(Address of principal executive offices)
Registrant’s telephone number, including area code: (415) 901-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As noted below, on June 2, 2016, the stockholders of salesforce.com, inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (i) to remove the words “only for cause” in Article Sixth, Section C to confirm that any members of the Company’s Board of Directors (the “Board”) may be removed with or without cause, and (ii) to make other conforming changes consistent with the declassification of the Board that was completed at the Company’s 2015 annual meeting of stockholders. The Amended and Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on June 3, 2016.
The foregoing description is qualified in its entirety by the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its 2016 Annual Meeting of Stockholders on June 2, 2016 (the “Meeting”). The proposals considered at the Meeting are described in detail in the Company’s 2016 Proxy Statement. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below:
| 1. | Elect the following twelve directors, to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Marc Benioff |
571,050,747 | 8,948,639 | 1,425,568 | 44,031,777 | ||||||||||||
| Keith Block |
568,523,828 | 12,754,485 | 146,641 | 44,031,777 | ||||||||||||
| Craig Conway |
511,611,833 | 65,174,662 | 4,638,459 | 44,031,777 | ||||||||||||
| Alan Hassenfeld |
573,043,066 | 8,225,037 | 156,851 | 44,031,777 | ||||||||||||
| Neelie Kroes |
579,055,220 | 2,171,564 | 198,170 | 44,031,777 | ||||||||||||
| Colin Powell |
577,630,321 | 3,654,028 | 140,605 | 44,031,777 | ||||||||||||
| Sanford Robertson |
569,858,447 | 11,374,324 | 192,183 | 44,031,777 | ||||||||||||
| John V. Roos |
552,665,465 | 24,070,983 | 4,688,506 | 44,031,777 | ||||||||||||
| Lawrence Tomlinson |
571,467,490 | 9,800,693 | 156,771 | 44,031,777 | ||||||||||||
| Robin Washington |
575,932,490 | 5,299,652 | 192,812 | 44,031,777 | ||||||||||||
| Maynard Webb |
513,299,017 | 63,414,959 | 4,710,978 | 44,031,777 | ||||||||||||
| Susan Wojcicki |
578,767,362 | 2,467,190 | 190,402 | 44,031,777 | ||||||||||||
| 2. | Approve the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to clarify provisions related to the removal of directors: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 623,152,088 |
2,076,718 | 227,925 | 0 |
| 3. | Ratify the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for the fiscal year ending January 31, 2017: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 575,458,109 |
49,871,459 | 127,163 | 0 |
| 4. | Approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s 2016 Proxy Statement: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 349,830,261 |
231,285,488 | 309,205 | 44,031,777 |
| 5. | Stockholder proposal for policy limiting change in control benefits: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 162,239,495 |
414,285,589 | 4,899,870 | 44,031,777 |
| 6. | Stockholder proposal for share retention policy for senior executives: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 97,463,097 |
483,497,175 | 464,682 | 44,031,777 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of salesforce.com, inc. | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 3, 2016 | salesforce.com, inc. | |||||
| /s/ Burke F. Norton | ||||||
| Burke F. Norton Chief Legal Officer & Chief of Corporate and Government Affairs | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of salesforce.com, inc. | |