NYSE: CRM Salesforce, Inc. 8-K

Salesforce shareholders approve 34M share equity plan expansion, elect 13 directors

Filed June 1, 2026 · Period ending May 28, 2026 · ~1 min read

Key Changes

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Shareholders approved expanding the 2013 Equity Incentive Plan by 34 million shares and extending it through March 2036, with 75.8% support (147.9M votes against), reflecting some concern about equity dilution.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Say-on-pay vote passed with 80.8% support (117.7M votes against, 19.2% opposition), a level that may warrant board attention to compensation practices.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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All 13 directors elected with 93.1%–99.5% support; John V. Roos received lowest support at 93.1% (40.1M votes against), routine for uncontested elections.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Shareholders ratified Ernst & Young LLP as auditor for fiscal 2027 with 93.0% support (50.0M votes against), a routine outcome.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
low

Employee Stock Purchase Plan expansion approved with 99.7% support (1.9M votes against), reflecting strong backing for employee equity participation.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Salesforce held its 2026 annual meeting on May 28, with shareholders approving all management proposals. The most material outcome was approval of a 34 million share expansion to the 2013 Equity Incentive Plan, extending it through March 2036.

While the proposal passed with 75.8% support, the 24.2% opposition (147.9 million votes against) suggests some shareholder concern about equity dilution from the expanded share pool. The say-on-pay vote also drew elevated opposition at 19.2% (117.7 million votes against), though it passed with 80.8% support.

This level of dissent, while not blocking the proposal, may prompt the board to review executive compensation practices. All 13 director nominees were elected with healthy support ranging to 99.5%, typical for uncontested elections. The auditor ratification and employee stock purchase plan expansion both passed with routine support levels above 93%. For retail holders, the equity plan expansion increases the potential for share dilution over the next decade as the company grants stock-based compensation. The say-on-pay opposition, while not reaching crisis levels, signals a meaningful minority of shareholders have concerns about executive pay alignment.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Salesforce held its 2026 annual meeting, electing 13 directors and approving equity plan amendments, auditor ratification, and executive compensation.

2 Added

Added 2013 Equity Incentive Plan amendment medium

Added in current filing · view on EDGAR → · paraphrased

463,629,512 147,908,314 711,629 102,463,325

Stockholders approved the amendment and restatement of the 2013 Equity Incentive Plan to increase shares reserved for issuance and extend the plan term. The proposal passed with 75.8% of votes cast in favor and 24.2% against. The elevated opposition (147,908,314 votes against) suggests some stockholder concern about equity dilution, though the proposal ultimately passed.

Show 1 minor / wording change

Added Director elections low

Added in current filing · view on EDGAR → · paraphrased

Marc Benioff 588,577,059 20,946,190 2,726,206 102,463,325

Laura Alber 602,516,397 8,992,956 740,102 102,463,325

Amy Chang 608,646,951 2,872,454 730,050 102,463,325

Craig Conway 595,222,240 16,522,903 504,312 102,463,325

Arnold Donald 602,393,586 9,085,434 770,435 102,463,325

Parker Harris 605,071,606 6,725,411 452,438 102,463,325

David B. Kirk 607,648,195 4,038,035 563,225 102,463,325

Neelie Kroes 592,988,467 18,725,161 535,827 102,463,325

Sachin Mehra 606,993,415 4,754,032 502,008 102,463,325

Mason Morfit 576,606,387 35,106,845 536,223 102,463,325

Oscar Munoz 604,377,069 7,353,703 518,683 102,463,325

John V. Roos 570,632,397 40,064,925 1,552,133 102,463,325

Robin Washington 575,435,966 36,317,035 496,454 102,463,325

All 13 director nominees were elected. Support ranged from 93.1% to 99.5% of votes cast. John V. Roos received the lowest support at 93.1% (40,064,925 votes against), while Amy Chang received the highest at 99.5% (2,872,454 votes against). Mason Morfit faced 35,106,845 votes against (94.3% support) and Robin Washington faced 36,317,035 votes against (94.1% support). All results reflect routine, healthy support levels for uncontested director elections.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Shareholders approved amendments to equity incentive and employee stock purchase plans, increasing share reserves and extending plan terms.

2 Added

Added 2013 Equity Incentive Plan amendment medium

Added in current filing · verify on EDGAR →

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.

Shareholders approved expanding the 2013 Equity Incentive Plan by 34 million shares and extending its life through March 2036. This increases the pool available for employee equity compensation and allows the company to continue granting stock-based awards for another decade.

Show 1 minor / wording change

Added 2004 Employee Stock Purchase Plan amendment low

Added in current filing · verify on EDGAR →

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.

Shareholders approved increasing the share reserve for the employee stock purchase plan, though the specific number of additional shares is not disclosed in this 8-K. This expands the capacity for employees to purchase company stock at a discount through payroll deductions.