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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 8, 2023
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 2023 Annual Meeting of Stockholders on June 8, 2023 (the “Meeting”). The proposals considered at the Meeting are described in the Company’s 2023 Proxy Statement filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”), and the final voting results are set forth below:

1.Election of directors:
ForAgainstAbstainBroker Non-Votes
Marc Benioff714,569,95129,657,4982,535,208104,643,560
Laura Alber733,379,11412,096,2181,287,325104,643,560
Craig Conway717,723,34027,754,2431,285,074104,643,560
Arnold Donald741,121,5814,336,7621,304,314104,643,560
Parker Harris732,951,70612,667,1241,143,827104,643,560
Neelie Kroes725,384,90820,076,4471,301,302104,643,560
Sachin Mehra743,433,7232,036,4211,292,513104,643,560
Mason Morfit743,124,0902,324,0101,314,557104,643,560
Oscar Munoz727,963,48117,449,5361,349,640104,643,560
John V. Roos706,337,36939,083,1901,342,098104,643,560
Robin Washington706,713,99638,738,3471,310,314104,643,560
Maynard Webb728,497,39216,930,4811,334,784104,643,560
Susan Wojcicki741,257,7934,237,9311,266,933104,643,560

2.     Amendment and restatement of the Company’s 2013 Equity Incentive Plan:
ForAgainstAbstainBroker Non-Votes
678,700,95163,367,7044,694,002104,643,560

3.     Ratification of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending January 31, 2024:
ForAgainstAbstainBroker Non-Votes
808,538,65837,580,0815,287,4780

4.     Advisory vote to approve the fiscal 2023 compensation of the Company’s named executive officers:
ForAgainstAbstainBroker Non-Votes
608,476,586132,551,2745,734,797104,643,560

5.     Advisory vote on the frequency of holding future advisory votes to approve executive compensation:
1 Year2 Years3 YearsAbstainBroker Non-Votes
738,214,2251,221,1396,097,5101,229,783104,643,560
With respect to the frequency of holding future advisory votes to approve executive compensation, considering the strong support for an annual advisory vote as reflected in the voting results, the Company’s past practice of holding annual advisory votes, and the Board’s recommendation of an annual advisory vote, the Company has determined that it will continue to hold advisory votes to approve the compensation of the Company’s named executive officers annually until the matter is again submitted to the Company’s stockholders for a vote.

6.     Stockholder proposal regarding an independent chair of the board:
ForAgainstAbstainBroker Non-Votes
167,647,612574,307,5544,807,491104,643,560

7.     Stockholder proposal regarding a policy to forbid all Company directors from sitting on any other boards:
ForAgainstAbstainBroker Non-Votes
3,393,521740,646,2682,722,868104,643,560


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 to the Company’s 2013 Equity Incentive Plan (the “Amended Equity Incentive Plan”) to increase the number of shares reserved for issuance by 10 million shares. The Amended 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 texts of the Amended Equity Incentive Plan, which is attached hereto as Exhibit 10.1.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
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 12, 2023Salesforce, Inc.
/s/ TODD MACHTMES
Todd Machtmes
Executive Vice President and General Counsel