Salesforce Inc

The proposal seeks shareholder approval to amend and restate the 2013 Equity Incentive Plan to add 34 million shares to the plan reserve, extend the plan termination date by one year, eliminate the prior general one-year minimum vesting requirement, and update definitions related to exchange programs to align with repricing rules. Management frames the request as necessary to sustain a broad-based equity program crucial for attracting and retaining specialized AI and cloud talent during a competitive market, and to enable continued grant activity for roughly one to two years based on forecasts. The company emphasizes responsible dilution management through disciplined grant practices, fungible-share counting (2.15-for-1 for full-value awards), a three-year average burn rate of 1.5%, and large share repurchases (including a $25B accelerated repurchase) that have reduced outstanding shares net of grants. The removal of minimum vesting provides flexibility to implement market-competitive vesting schedules (e.g., cliff-free awards) used by peers, aimed at reducing hiring friction and retention risk, while other plan provisions preserve anti-repricing protections and annual award limits for executives and non-employee directors. If approved, the amendment becomes effective upon shareholder vote; if not, the plan remains in its current form. The board recommends a FOR vote, citing alignment, governance safeguards, and the program’s role in talent strategy and long-term value creation.

Management asks shareholders to approve adding 20 million shares to the 2004 Employee Stock Purchase Plan (ESPP) reserve to ensure the plan can continue to facilitate employee purchases of stock at a discount and sustain participation rates. The ESPP is presented as a critical retention and ownership tool, with historical purchase volumes of 3.5M, 3.4M, and 5.9M shares in fiscal years 2026, 2025, and 2024, respectively. If approved, total ESPP authorization rises to 81M shares; without approval, the ESPP’s available shares (approx. 10.1M as of March 25, 2026) are expected to be exhausted within about a year. The Board emphasizes that ESPP participation aligns employee incentives with stockholder interests, and that expanding the reserve is preferable to other compensation mechanisms. The board recommends a FOR vote.

The Audit Committee recommends ratification of Ernst & Young LLP (EY) as the independent registered public accounting firm for fiscal 2027 following a comprehensive annual review of audit quality, independence, fees, tenure, and EY’s capability to handle the company’s global operations and complex accounting matters. The committee considered PCAOB reports, partner rotation, and EY’s familiarity with Salesforce’s financial systems and internal controls. The company discloses audit and non-audit fees and confirms pre-approval procedures for services. Ratification is non-binding but viewed as good governance; the Audit Committee can replace EY if needed. The board recommends a FOR vote.

This proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed fiscal 2026 compensation for Named Executive Officers. Management summarizes that the program was redesigned for fiscal 2026 to emphasize performance-based equity (PRSUs and performance options tied to Agentforce & Data 360 ARR and Margin & Growth), link annual bonuses to revenue and non-GAAP operating income with strategic modifiers, and increase stock ownership requirements. The Compensation Committee highlights robust stockholder engagement, balanced metrics (rTSR and Margin & Growth), and measures to manage dilution and governance, including clawbacks and capped payouts. The Board recommends a FOR vote, noting the program’s alignment with strategy, retention, and pay-for-performance objectives.

The shareholder proponent (NLPC) requests adoption of cumulative voting to strengthen shareholder rights by permitting allocation of votes among director nominees, which can assist minority shareholders in securing board representation. Management strongly opposes the proposal, arguing Salesforce already provides proportional voting rights, annual director elections, proxy access, majority voting in uncontested elections, and other governance mechanisms; the board warns cumulative voting could enable small minority stockholders to elect directors unrepresentative of the broader shareholder base and cause board fragmentation. The Board notes the practice is uncommon among large-cap companies (less than 2% of S&P 500) and recommends against the proposal.