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Salesforce (NYSE: CRM) investors approve equity plans, reject voting change

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Salesforce, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 28, 2026. Stockholders elected all nominated directors, with each receiving hundreds of millions of votes in favor.

They approved an amendment and restatement of the 2013 Equity Incentive Plan to add 34 million shares of common stock for issuance and extend the plan’s termination date to March 26, 2036. They also approved amendments to the 2004 Employee Stock Purchase Plan to increase shares available for employee purchase and ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027. An advisory vote approved fiscal 2026 executive compensation, while a stockholder proposal to adopt cumulative voting for director elections did not pass.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 34 million shares Additional common shares reserved under 2013 Equity Incentive Plan
Equity plan termination date March 26, 2036 New termination date for 2013 Equity Incentive Plan
Equity plan vote for 463,629,512 votes For amendment of 2013 Equity Incentive Plan
ESPP amendment vote for 609,941,606 votes For amendment of 2004 Employee Stock Purchase Plan
Auditor ratification vote for 663,734,521 votes For ratifying Ernst & Young LLP as independent auditor
Say-on-pay vote for 493,864,228 votes For advisory approval of fiscal 2026 executive compensation
Cumulative voting votes for 14,366,031 votes For stockholder proposal on cumulative voting
2013 Equity Incentive Plan financial
"approved an amendment and restatement of the Company’s 2013 Equity Incentive Plan to increase the number of shares"
2004 Employee Stock Purchase Plan financial
"approved an amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan to increase the number of shares"
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 463,629,512 | 147,908,314 | 711,629 | 102,463,325"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Advisory vote to approve the fiscal 2026 compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
cumulative voting financial
"Stockholder proposal regarding the adoption of cumulative voting for director elections"
A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.
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Understanding 8-K Material Events →
0001108524FALSE00011085242026-05-282026-05-28

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
May 28, 2026
Date of Report (date of earliest event reported)
 _________________________________________________________
Salesforce, Inc.
(Exact name of registrant as specified in its charter) 
__________________________________________________________ 
 
Delaware001-3222494-3320693
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCRMNew 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 2026 Annual Meeting of Stockholders on May 28, 2026 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on April 16, 2026 (the “Proxy Statement”), and the final voting results are set forth below:

1.Election of directors:
ForAgainstAbstainBroker Non-Votes
Marc Benioff588,577,05920,946,1902,726,206102,463,325
Laura Alber602,516,3978,992,956740,102102,463,325
Amy Chang608,646,9512,872,454730,050102,463,325
Craig Conway595,222,24016,522,903504,312102,463,325
Arnold Donald602,393,5869,085,434770,435102,463,325
Parker Harris605,071,6066,725,411452,438102,463,325
David B. Kirk607,648,1954,038,035563,225102,463,325
Neelie Kroes592,988,46718,725,161535,827102,463,325
Sachin Mehra606,993,4154,754,032502,008102,463,325
Mason Morfit576,606,38735,106,845536,223102,463,325
Oscar Munoz604,377,0697,353,703518,683102,463,325
John V. Roos570,632,39740,064,9251,552,133102,463,325
Robin Washington575,435,96636,317,035496,454102,463,325

2.     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:
ForAgainstAbstainBroker Non-Votes
463,629,512147,908,314711,629102,463,325

3.     Amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan to increase the number of shares reserved for employee purchase:
ForAgainstAbstainBroker Non-Votes
609,941,6061,918,316389,533102,463,325

4.     Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2027:
ForAgainstAbstainBroker Non-Votes
663,734,52149,972,0131,006,2460

5.     Advisory vote to approve the fiscal 2026 compensation of the Company’s named executive officers:
ForAgainstAbstainBroker Non-Votes
493,864,228117,716,717668,510102,463,325

6.     Stockholder proposal regarding the adoption of cumulative voting for director elections:
ForAgainstAbstainBroker Non-Votes
14,366,031595,803,8902,079,534102,463,325



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 34 million shares and to extend the termination date of the plan to March 26, 2036. The Company’s stockholders also approved an amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan (as amended and restated, the “2004 Employee Stock Purchase Plan”) to increase the number of shares of the Company’s common stock reserved for employee purchase. The 2013 Equity Incentive Plan and 2004 Employee Stock Purchase Plan are 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 and 2004 Employee Stock Purchase Plan, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan
10.2
Salesforce, Inc. Amended and Restated 2004 Employee Stock Purchase Plan
104Cover 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: June 1, 2026Salesforce, Inc.
/s/ SABASTIAN NILES
Sabastian Niles
President and Chief Legal Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Salesforce (CRM) shareholders approve at the 2026 annual meeting?

Shareholders approved all company proposals, including director elections, amendments to the 2013 Equity Incentive Plan and 2004 Employee Stock Purchase Plan, ratification of Ernst & Young LLP as auditor, and an advisory vote in favor of fiscal 2026 executive compensation.

How did Salesforce (CRM) shareholders vote on the 2013 Equity Incentive Plan changes?

Shareholders approved amending and restating the 2013 Equity Incentive Plan, with 463,629,512 votes for, 147,908,314 against, 711,629 abstentions, and 102,463,325 broker non-votes, adding 34 million shares and extending the plan’s termination date to March 26, 2036.

What happened with Salesforce’s 2004 Employee Stock Purchase Plan at the meeting?

Stockholders approved amending and restating the 2004 Employee Stock Purchase Plan to increase shares reserved for employee purchase, with 609,941,606 votes for, 1,918,316 against, 389,533 abstentions, and 102,463,325 broker non-votes recorded on this proposal.

Did Salesforce (CRM) shareholders ratify Ernst & Young as the company’s auditor?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027, with 663,734,521 votes for, 49,972,013 against, and 1,006,246 abstentions and no broker non-votes.

How did Salesforce investors vote on executive compensation for fiscal 2026?

In the advisory vote on named executive officer compensation for fiscal 2026, shareholders cast 493,864,228 votes for approval, 117,716,717 votes against, 668,510 abstentions, and 102,463,325 broker non-votes, indicating overall support for the company’s pay practices.

Was the cumulative voting stockholder proposal at Salesforce approved?

No. The stockholder proposal to adopt cumulative voting for director elections received 14,366,031 votes for, 595,803,890 against, 2,079,534 abstentions, and 102,463,325 broker non-votes, so it did not pass and Salesforce’s existing voting structure remains in place.

Filing Exhibits & Attachments

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