Executive Change · Bylaw Amendment

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 27, 2024 Date of Report (date of earliest event reported)   _________________________________________________________ Salesforce, Inc. (Exact name of registrant as specified in its charter)   __________________________________________________________    Delaware 001-32224 94-3320693 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Salesforce Tower 415 Mission Street, 3rd Fl San Francisco , California 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share CRM New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07    Submission of Matters to a Vote of Security Holders. Salesforce, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on June 27, 2024 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on May 16, 2024 (the “Proxy Statement”), and the final voting results are set forth below: 1. Election of directors: For Against Abstain Broker Non-Votes Marc Benioff 717,997,280 30,423,156 2,797,017 102,155,941 Laura Alber 738,243,039 11,934,246 1,040,168 102,155,941 Craig Conway 722,465,868 27,715,589 1,035,996 102,155,941 Arnold Donald 734,257,970 15,013,712 1,945,771 102,155,941 Parker Harris 739,249,776 11,058,344 909,333 102,155,941 Neelie Kroes 735,942,198 14,253,982 1,021,273 102,155,941 Sachin Mehra 744,809,326 5,364,319 1,043,808 102,155,941 Mason Morfit 745,228,662 4,923,003 1,065,788 102,155,941 Oscar Munoz 738,498,896 11,690,492 1,028,065 102,155,941 John V. Roos 701,947,361 47,339,649 1,930,443 102,155,941 Robin Washington 714,674,061 35,466,413 1,076,979 102,155,941 Maynard Webb 735,803,409 14,346,565 1,067,479 102,155,941 Susan Wojcicki 743,033,738 7,223,358 960,357 102,155,941 2.     Amendment of the Company’s Restated Certificate of Incorporation to provide for officer exculpation: For Against Abstain Broker Non-Votes 655,406,576 92,534,339 3,276,538 102,155,941 3.     Amendment and restatement of the Company’s 2013 Equity Incentive Plan to increase the number of shares reserved for issuance and extend the plan term: For Against Abstain Broker Non-Votes 700,013,219 47,888,324 3,315,910 102,155,941 4.     Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2025: For Against Abstain Broker Non-Votes 812,789,667 39,351,493 1,232,234 0 5.     Advisory vote to approve the fiscal 2024 compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 339,289,556 404,773,012 7,154,885 102,155,941 6.     Stockholder proposal regarding an independent chair of the board: For Against Abstain Broker Non-Votes 159,928,637 578,869,363 12,419,453 102,155,941 7.     Stockholder proposal requesting stockholder approval of certain executive severance arrangements: For Against Abstain Broker Non-Votes 38,287,123 709,282,851 3,647,479 102,155,941 8.     Stockholder proposal requesting a report on viewpoint restriction risks: For Against Abstain Broker Non-Votes 3,865,987 740,689,649 6,661,817 102,155,941 Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As reported above, at the Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2013 Equity Incentive Plan (as amended and restated, the “2013 Equity Incentive Plan”) to increase the number of shares of the Company’s common stock reserved for issuance by an additional 36 million shares and to extend the termination date of the plan to March 21, 2034. The 2013 Equity Incentive Plan is described in more detail in the Proxy Statement. The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2013 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference. Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As reported above, at the Meeting, the Company’s stockholders approved an amendment of the Company’s Restated Certificate of Incorporation to provide for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law and to simplify the existing exculpation provision related to directors of the Company (the “Amendment”), as described in more detail in the Proxy Statement. On June 28, 2024, to effect the Amendment, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. On the same day, the Company subsequently filed a Restated Certificate of Incorporation of the Company (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which incorporated the Amendment and became effective immediately upon its filing. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and incorporated herein by reference. Item 9.01    Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Salesforce, Inc., dated June 28, 2024 3.2 Restated Certificate of Incorporation of Salesforce, Inc., dated June 28, 2024 10.1 Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan 104 Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document 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: July 1, 2024 Salesforce, Inc. /s/ S ABASTIAN N ILES Sabastian Niles President and Chief Legal Officer