Salesforce

On August 8, 2022, Salesforce, Inc. (the “Company”) announced that Brian Millham, age 53, has been appointed President and Chief Operating Officer of the Company, effective August 8, 2022. In this new role, Mr. Millham will continue to oversee the Customer Success Group and Professional Services and will take on responsibility for the Global Sales organization, partnering across the business to ensure relevance, enablement, and operational excellence to support the Company’s continued growth. Mr. Millham has been with Salesforce since its inception in 1999, most recently serving as Chief Customer Success Officer and Chief Operating Officer, Global Distribution, from February 2022 to August 2022. From February 2021 to February 2022, he served as President, Customer Success Group and Chief Operating Officer, Worldwide Distribution. From August 2018 to February 2021, Mr.

As reported above, at the Meeting, the Company’s stockholders approved an amendment to the Company’s 2013 Equity Incentive Plan (the “Amended Equity Incentive Plan”) to increase the number of shares reserved for issuance by 43.7 million shares. The Amended Equity Incentive Plan is described in more detail in the Proxy Statement. The Company’s stockholders also approved an amendment to the Company’s 2004 Employee Stock Purchase Plan (the “Amended Employee Stock Purchase Plan”) to increase the number of shares reserved for issuance by 24 million shares. The Amended Employee Stock Purchase Plan is described in more detail in the Proxy Statement.

On November 30, 2021, salesforce.com, inc. (the “Company”) announced that Bret Taylor had been appointed Vice Chair of the Board and Co-Chief Executive Officer, effective November 30, 2021. Mr. Taylor will serve as Co-Chief Executive Officer with Marc Benioff, the Company’s Chair and Co-Chief Executive Officer. In connection with this appointment, the Board of Directors (the “Board”) also appointed Mr. Taylor as a director of the Company, effective November 30, 2021. Mr. Taylor, age 41, has served as President and Chief Operating Officer of the Company since December 2019. Prior to that, he served as our President and Chief Product Officer from November 2017 to December 2019 and President, Quip from August 2016 to November 2017. Mr. Taylor joined Salesforce through the acquisition of Quip, Inc., where he was a co-founder and served as CEO since September 2012. Previously, Mr.

On August 18, 2021, salesforce.com, inc. (the “Company”) announced that Joe Allanson will retire from his position as Executive Vice President, Chief Accounting Officer and Corporate Controller of the Company and transition to the role of Executive Vice President, Finance ESG at the Company, effective September 15, 2021. On August 18, 2021, the Company also announced that Sundeep Reddy, age 48, will serve as Executive Vice President & Chief Accounting Officer of the Company, effective September 15, 2021. Mr. Reddy most recently served as Senior Vice President, Controller and Chief Accounting Officer for McKesson Corporation, a pharmaceutical distribution company, since 2018 and has served in a variety of accounting and finance-related leadership positions with McKesson Corporation since 2013. Mr.

As reported above, at the Meeting, the Company’s stockholders approved an amendment to the Company’s 2013 Equity Incentive Plan (the “Amended Plan”) to increase the number of shares authorized for issuance by 10 million shares. The Amended 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 Amended Plan, which is attached hereto as Exhibit 10.1.

On March 22, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved cash bonuses pursuant to the Company’s Gratitude Bonus Plan to Mr. Marc Benioff, our principal executive officer, Ms. Amy Weaver, our principal financial officer, and Messrs. Parker Harris, Srinivas Tallapragada, and Bret Taylor, each a named executive officer in the Company’s 2020 Proxy Statement. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company’s fiscal year 2021, from February 1, 2020 to January 31, 2021, net of mid-year bonus payouts made on September 30, 2020.

On December 1, 2020, salesforce.com, inc. (the “Company”) announced that Mark Hawkins will retire from his office as President and Chief Financial Officer of the Company effective at the close of business on January 31, 2021. The Company announced that Mr. Hawkins has agreed to continue to serve the Company as an employee from February 1, 2021 through October 31, 2021 (the “Transition Period”). The Company has entered into an agreement (the “Transition Agreement”) with Mr. Hawkins setting forth the terms of Mr. Hawkins’ transition arrangements. Mr. Hawkins will be employed on a full-time basis through April 30, 2021 and will thereafter be reasonably available to the Company during the remainder of the Transition Period. The Transition Period may be terminated earlier by the Company for cause, as defined in the Transition Agreement, by Mr.

As reported above, at the Meeting, the Company’s stockholders approved amendments to the Company’s 2013 Equity Incentive Plan (the “Amended Plan”) to increase the number of shares authorized for grant by 31.5 million and amendments to the Company’s 2004 Employee Stock Purchase Plan (the “Amended ESPP”) to increase the number of shares authorized for employee purchase by 10 million. The Amended Plan and the Amended ESPP are each described in more detail in the Proxy Statement. The foregoing description and the summaries contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Amended Plan and the Amended ESPP, which are incorporated by reference as Exhibits 10.1 and 10.2.

On April 22, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved stock option, restricted stock unit and performance-based restricted stock unit awards as set forth below to Mr. Marc Benioff, our principal executive officer, Mr. Mark Hawkins, our principal financial officer, and Messrs. Parker Harris, Srinivas Tallapragada and Bret Taylor, each a named executive officer (collectively, the “Named Executive Officers”) in the Company’s 2019 Proxy Statement. The stock options grant the right to purchase shares of common stock at the fair market value on the grant date. Both the stock option and restricted stock unit grants are subject in each case to the Company’s applicable standard four-year vesting schedule.

On April 22, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved stock option, restricted stock unit and performance-based restricted stock unit awards as set forth below to Mr. Marc Benioff, our principal executive officer, Mr. Mark Hawkins, our principal financial officer, and Messrs. Parker Harris, Srinivas Tallapragada and Bret Taylor, each a named executive officer (collectively, the “Named Executive Officers”) in the Company's 2019 Proxy Statement. The stock options grant the right to purchase shares of common stock at the fair market value on the grant date. Both the stock option and restricted stock unit grants are subject in each case to the Company’s applicable standard four-year vesting schedule.

On March 27, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved cash bonuses to Mr. Marc Benioff, our principal executive officer, Mr. Mark Hawkins, our principal financial officer, and Messrs. Parker Harris, Srinivas Tallapragada and Bret Taylor, each a named executive officer (collectively, the “Named Executive Officers”) in the Company's 2019 Proxy Statement. The cash bonuses related to fiscal year 2020 performance pursuant to the Company’s Gratitude Bonus Plan. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company’s fiscal year 2020, from February 1, 2019 to January 31, 2020, net of mid-year bonus payouts made on September 30, 2019.

On February 25, 2020, salesforce.com, inc. (the “Company”) announced that Marc Benioff will serve as the Chairman and sole Chief Executive Officer of the Company. The Company announced that Keith Block has resigned from his positions as the Company’s Co-Chief Executive Officer and as a director of the Company. Mr. Block will continue to serve the Company as Advisor to the Chief Executive Officer through February 25, 2021 (the “Transition Period”). The Company has entered into an agreement (the “Transition Agreement”) with Mr. Block setting forth the terms of Mr. Block’s transition from the Company. Mr. Block will serve as Advisor to the Chief Executive Officer during the Transition Period. The Transition Period may be terminated earlier by the Company for cause, as defined in the Transition Agreement, by Mr.

On December 12, 2019, salesforce.com, inc. (the “Company”) announced the appointment of Bret Taylor as the Company’s President and Chief Operating Officer, effective immediately. Mr. Taylor, age 39, has served as the Company’s President and Chief Product Officer since November 2017. Prior to that, Mr. Taylor served as President, Quip, since the August 2016 acquisition of Quip, Inc. (“Quip”) by the Company. Mr. Taylor was a co-founder of Quip and served as its CEO since September 2012. Prior to co-founding Quip, Mr. Taylor served as Chief Technology Officer of Facebook, Inc., Chief Executive Officer of FriendFeed, Inc., a social network, and as Group Product Manager at Google Inc., among other positions. Mr. Taylor holds a B.S. and an M.S. in Computer Science from Stanford University. There are no arrangements or understandings between Mr.

Director or officer change (Item 5.02). Open the filing for details.

On March 22, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved cash bonuses to Messrs. Marc Benioff and Keith Block, each a principal executive officer, Mr. Mark Hawkins, our principal financial officer, and Messrs. Alexandre Dayon and Parker Harris, each a named executive officer (collectively, the “Named Executive Officers”) for fiscal year 2019 performance pursuant to the Company’s Kokua Bonus Plan. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company’s fiscal year 2019, from February 1, 2018 to January 31, 2019, net of mid-year bonus payouts made on September 28, 2018.

On August 6, 2018, the Board of Directors (the “Board”) of salesforce.com, inc. (the “Company”) appointed Keith Block as co-Chief Executive Officer, effective August 7, 2018. Mr. Block will serve as co-Chief Executive Officer with Marc Benioff, the Company’s Chairman and co-Chief Executive Officer. Mr. Block served as the Company’s Vice Chairman, President and as a director since joining the Company in June 2013, and additionally served as the Company’s Chief Operating Officer since February 2016. In connection with his appointment as co-Chief Executive Officer, Mr. Block’s base salary was increased from $1,150,000 to $1,435,000, effective as of August 1, 2018, and his annual target bonus was increased from 100% to 200% of his base salary.

As reported above, at the Meeting, the Company’s stockholders approved amendments to the Company’s 2013 Equity Incentive Plan (the “Amended Plan”) to increase the number of shares authorized for grant by 40 million. The amendments also made certain other changes to the plan in light of the Tax Cuts and Jobs Act and its impact on Section 162(m) of the Internal Revenue Code of 1986. The Amended Plan is described in more detail in the Proxy Statement. The foregoing description and the summary contained in the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1.

On March 22, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved cash bonuses to Mr. Marc Benioff, our principal executive officer, Mr. Mark Hawkins, our principal financial officer, and Messrs. Keith Block, Alexandre Dayon and Parker Harris, each a named executive officer (collectively, the “Named Executive Officers”) for fiscal year 2018 performance pursuant to the Company’s bonus plan. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company’s fiscal year 2018, from February 1, 2017 to January 31, 2018, net of mid-year bonus payouts made on September 29, 2017.

Effective February 17, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved changes to the compensation arrangements of Mr. Marc Benioff, our principal executive officer; Mr. Mark Hawkins, our principal financial officer; and Messrs. Keith Block, Alexandre Dayon and Parker Harris, each a named executive officer (collectively, the “Named Executive Officers”). The table below sets forth the annual base salary and annual target bonus for the Named Executive Officers that will be effective as of February 1, 2018 for fiscal year 2019. The bonus amounts will be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Kokua Bonus Plan.

On November 21, 2017, salesforce.com, inc. (the “Company”) announced that, effective November 21, 2017, Alexandre Dayon, President and Chief Product Officer, would change roles to become President and Chief Strategy Officer. The Company also announced that, effective the same date, Bret Taylor would assume the position of President and Chief Product Officer. Mr. Taylor joined Salesforce in 2016 through the acquisition of Quip, a collaborative productivity software suite company, where he was founder and CEO. A copy of the press release announcing these changes is attached hereto as Exhibit 99.1.

On September 7, 2017, the Board of Directors (the “Board”) of salesforce.com, inc. (the “Company”) expanded the size of the Board to twelve members and appointed Bernard Tyson as a director, both effective as of October 1, 2017. There are no arrangements or understandings between Mr. Tyson and any other persons pursuant to which he was selected as a director, he has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Tyson will receive standard compensation and equity awards available to non-employee directors of the Company. The Company’s press release announcing Mr. Tyson’s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

As noted below, on June 6, 2017, the stockholders of salesforce.com, inc. (the “Company”) approved amendments to the Company’s 2013 Equity Incentive Plan to, among other things, increase the number of shares authorized for grant by 37 million and an amendment to the Company’s 2004 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchase by 8 million. The amendments to the 2013 Equity Incentive Plan also included provisions subjecting awards to minimum vesting requirements and clarifying that dividends or dividend equivalents credited or payable in connection with restricted stock or restricted stock units are subject to the same restrictions as the underlying award and will not be paid until the underlying award vests.

On April 14, 2017, salesforce.com, inc. (the “Company”) awarded cash bonuses to its named executive officers for fiscal year 2017 performance pursuant to the Company’s bonus plan. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company’s fiscal year 2017, from February 1, 2016 to January 31, 2017, net of mid-year bonus payouts made on September 30, 2016.

On March 14, 2017, Lawrence Tomlinson informed the Board of Directors (the “Board”) of salesforce.com, inc. (the “Company”) of his intention to retire from the Board, effective as of the date of the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”), and to not stand for reelection at the Annual Meeting. The Company and the Board are grateful to Mr. Tomlinson for his 14 years of distinguished service, including as the Chair of the Board’s Audit and Finance Committee. Mr. Tomlinson’s retirement is not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. In connection with Mr. Tomlinson’s retirement, the Board reduced the size of the Board from twelve to eleven positions, effective as of the conclusion of the Annual Meeting.

Other Events. Effective November 22, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of salesforce.com, inc. (the “Company”) approved changes to the compensation arrangements of Mr. Marc Benioff, our principal executive officer; Mr. Mark Hawkins, our principal financial officer; and Messrs. Keith Block, Alexandre Dayon, Parker Harris and Burke Norton, each a named executive officer (collectively, the “Named Executive Officers”). The table below sets forth the annual base salary and annual target bonus for the Named Executive Officers that will be effective on February 1, 2017 for fiscal year 2018. The bonus amounts will be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Kokua Bonus Plan.

On April 15, 2016, salesforce.com, inc. (the “Company”) awarded cash bonuses to its named executive officers for fiscal year 2016 performance pursuant to the Company’s bonus plan. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company’s fiscal year 2016, from February 1, 2015 to January 31, 2016, net of mid-year bonus payouts made on September 30, 2015.

On March 16, 2016, the Board of Directors (the “Board”) of salesforce.com, inc. (the “Company”) expanded the size of the Board to twelve members and appointed Neelie Kroes as a director, both effective as of May 1, 2016. There are no arrangements or understandings between Ms. Kroes and any other persons pursuant to which she was selected as a director, she has no family relationships with any of the Company’s directors or executive officers, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Kroes will receive standard compensation and equity awards available to non-employee directors of the Company. The Company’s press release announcing Ms. Kroes’ appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

On February 2, 2016, salesforce.com, inc. (the “Company”) announced the appointment of Keith Block as the Company’s Chief Operating Officer, effective February 1, 2016. Mr. Block, age 54, will continue to serve as a member of the board of directors and as the Company’s Vice Chairman and President. Mr. Block joined the Company as a director and as Vice Chairman and President in June 2013. Prior to joining the Company, Mr. Block served as Executive Vice President, North America of Oracle Corporation (“Oracle”) from 2002 to 2012. Prior to that position, Mr. Block held various other positions at Oracle beginning in 1986. There are no arrangements or understandings between Mr.