Salesforce com : 2024 Annual Report Notice of the 2024 Annual Meeting and 2023 Proxy Statement

Notice of the 2024

Annual Meeting and

2024 Proxy Statement

Thursday, June 27, 11:00 A.M. PST

Letter from our Chair and Chief Executive Officer

May 16, 2024

Dear Fellow Stockholders,

As we celebrate our 25th year, I've never been more excited about the future of our company and our industry. We had another incredible year at Salesforce in fiscal year 2024, and we're exceptionally well-positioned to continue delivering profitable growth and leading our customers into this new AI era. Salesforce brings together best-in-class CRM apps for sales, service, marketing, commerce, and more with trusted AI and data all on one integrated platform.

This has been a remarkable year of transformation for our company-restructuring our business for the short and long term; increasing productivity, profitability, and operational excellence across the board; doubling down on innovation and making our core products even better; and strengthening our relationships with all of you-our stockholders. Our transformation is reflected in the strong results you saw throughout fiscal year 2024.

Guided by our core values of trust, customer success, innovation, equality, and sustainability, we look forward to continuing our partnership with you, delivering on our commitments for profitable growth and leading our customers and industry into the next step of this AI revolution.

Accordingly, we would like to invite you to attend the 2024 Annual Meeting of Stockholders of Salesforce, Inc. on Thursday, June 27, 2024 at 11:00 a.m. Pacific Time. This year, building on the success of recent years, we are continuing to use a virtual meeting format to provide a consistent experience to all stockholders regardless of location and to reduce the environmental impact of our meeting. We will provide a live audio webcast of the annual meeting at www.virtualshareholdermeeting.com/CRM2024.

At this year's meeting, we will vote on the election of directors, an amendment of our Restated Certificate of Incorporation to provide exculpation from liability for certain officers in accordance with recent amendments to Delaware law, an amendment and restatement of our 2013 Equity Incentive Plan, and the ratification of the selection of Ernst & Young LLP as Salesforce's independent registered public accounting firm. We will also conduct a nonbinding advisory vote to approve the compensation of Salesforce's named executive officers. If properly presented at the meeting, we will also consider three stockholder proposals as described in the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. Finally, we will transact such other business as may properly come before the meeting, and stockholders will have an opportunity to ask questions.

Your vote is important. Whether or not you plan to participate in the annual meeting, please vote as soon as possible. You may vote over the Internet or, if you requested printed copies of the proxy materials be mailed to you, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you participate in the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support of Salesforce.

Marc Benioff

Chair of the Board of Directors

Chief Executive Officer

Letter from our Lead Independent Director

May 16, 2024

Dear Fellow Stockholders,

As Lead Independent Director of the Salesforce Board of Directors, I have the privilege of sharing an update on the Board's actions and priorities. As we approach the 2024 Annual Meeting and reflect on a truly extraordinary year for Salesforce, I thank you for your trust and investment in our company and long-term business strategy.

Oversight of Salesforce's Transformation

In fiscal 2024, we made transformative change and innovated at a rapid pace while advancing our commitment to profitable growth and value creation for our stockholders in both the near and long term. Our Board, including through our dedicated Business Transformation Committee, has spent the last year closely overseeing management's efforts to transform the business and strengthen our foundation for sustained operational excellence and value creation.

We are extremely proud of Salesforce's commitment to improving operational efficiencies while also delivering incredible innovation for our customers and returns for our stockholders. In fiscal 2024, Salesforce achieved record margin growth and cash flow as the company continued to innovate across its entire portfolio of industry-leading products and deliver groundbreaking advancements, like Data Cloud and Einstein Copilot, to help our customers transform for the AI future. As a result of actions taken, including the progress made on the restructuring plan announced in late fiscal 2023, the company also saw significant improvements in its operating expenses across all operating categories and we expect to maintain this focus of operational discipline over the longer term.

With the emergence of the next generation of AI and the transformation of our broader industry, Salesforce is positioned to lead customers into an exciting new era of productivity and growth. Our Board is confident in Salesforce's ability to drive innovation and advance our business while upholding the company's core values of trust, customer success, innovation, equality, and sustainability.

Capital Allocation Framework

Our Board also continues to oversee substantial changes to Salesforce's capital allocation framework, consistent with our commitment to drive long-term cash flow. In February 2024, our Board was pleased to declare Salesforce's first-ever cash dividend program, building on our recently enhanced capital return strategy. Following the inauguration of Salesforce's share repurchase program in late 2022, our Board has twice increased the authorized repurchases by $10.0 billion, most recently in February 2024, for an aggregate total authorization of $30.0 billion. And since the inception of this program, Salesforce has returned $11.7 billion of capital to stockholders through share repurchases as of the end of fiscal 2024. Our share repurchases fully offset our stock based compensation in fiscal 2024.

Stockholder Engagement

As you have heard from Marc, building even stronger relationships with our stockholders through our robust outreach program was a key priority for both the company and our Board. Oscar Munoz, Chair of our Business Transformation Committee, John Roos, Chair of our Compensation Committee, and I had the opportunity to directly engage with stockholders to discuss a range of matters over the past year, including our long-term growth strategy, financial and operational priorities, human capital management, and governance practices. We appreciate the insights shared and look forward to hearing your views as we continue to move forward. And as further discussed in the proxy statement, our Board continued to leverage our ongoing board evaluation process and director skills matrix to make sure our board composition is well-matched to the opportunities and needs of our business going forward.

Salesforce recently celebrated our first 25 years as a company. As we build on this quarter-century of innovation, Marc and I, on behalf of all our directors, are confident that Salesforce is well-positioned to continue delivering profitable growth for our customers, employees, communities, and investors over the coming years. We thank you for continuing to join us on this journey as we blaze a new trail in this rapidly changing industry.

Robin Washington

Lead Independent Director

Salesforce, Inc.

415 Mission Street

3rd Floor

San Francisco, California 94105

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held Thursday, June 27, 2024

TO THE STOCKHOLDERS OF SALESFORCE, INC.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Salesforce, Inc., a Delaware corporation ("Salesforce"), will be held on Thursday, June 27, 2024 at 11:00 a.m. Pacific Time.

This year's meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2024.

The items of business are:

1. To elect Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as directors;
2. To amend our Restated Certificate of Incorporation to provide exculpation from liability for certain officers of Salesforce in accordance with recent amendments to Delaware law;
3. To amend and restate our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 36 million shares and extend the plan term;
4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;
5. To approve, on an advisory basis, the fiscal 2024 compensation of our named executive officers; and
6. To consider and act upon three stockholder proposals described in the Proxy Statement, if properly presented at the meeting.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting. At this time we are not aware of any such additional matters.

Stockholders of record at the close of business on May 1, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting as well as any and all adjournments, continuations or postponements thereof.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 12:00 p.m. Pacific Time on the date specified above and at the Company's address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of Salesforce's website at investor.salesforce.com.

This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the 2024 Annual Report are first being made available to stockholders on May 16, 2024.

On behalf of the Board of Directors,

Sarah Dods

Secretary

San Francisco, California

May 16, 2024

WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. YOU MAY VOTE ONLINE OR, IF YOU REQUESTED PRINTED COPIES OF THE PROXY MATERIALS, BY TELEPHONE OR BY USING THE PROXY CARD OR VOTING INSTRUCTION FORM PROVIDED WITH THE PRINTED PROXY MATERIALS.

PROXY STATEMENT FOR

2024 ANNUAL MEETING OF STOCKHOLDERS

Table Of Contents
About the Annual Meeting	1
Who is soliciting my vote?	1
When and where will the Annual Meeting take place?	1
Why are you holding a virtual Annual Meeting?	1
Where can I access the proxy materials?	1
How many votes do I have?	1
What will I be voting on?	2
How do I vote in advance of the virtual Annual Meeting?	2
How do I participate in the virtual Annual Meeting?	3
Fiscal Year 2024 In Review	4
Business Overview	4
Financial Highlights	5
Human Capital Management	5
Year-Round Stockholder Engagement	6
Board and Governance Best Practices	7
Directors and Corporate Governance	8
Board Nominees	8
Corporate Governance Practices	23
Board Independence	24
Board Leadership Structure	24
Board Meeting Attendance and Director Communications	25
Board Committees and Responsibilities	26
Identification and Evaluation of Director Nominees	28
Board's Role in Risk Oversight	29
Annual Board Evaluation Process	30
Compensation of Directors	30
Director Stock Ownership Requirement	31
ESG At Salesforce	32
Environment	32
Social	33
Governance	35
Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Equity Compensation Plan Information	39
Material Features of the 2014 Inducement Equity Incentive Plan	39
Material Features of the MetaMind, Inc. 2014 Stock Incentive Plan	40
A Letter from Our Compensation Committee	41
Compensation Discussion and Analysis	42
Named Executive Officers	42
Executive Summary	42
Stockholder Engagement, Board Responsiveness and Program Evolution	44
Compensation Philosophy and Practices	45

TABLE OF CONTENTS
(CONTINUED)
Compensation Elements and Compensation for Named Executive Officers	47
NEO Compensation-Setting Process	58
Summary Information on Fiscal 2025 Compensation Decisions	59
Other Compensation Policies	60
Post-Employment Compensation	60
Tax and Accounting Considerations	61
Compensation Risk Assessment	62
Summary Compensation Table	63
Grants of Plan-Based Awards Table	65
Outstanding Equity Awards at Fiscal 2024 Year-End Table	67
Option Exercises and Stock Vested Table	69
Employment Contracts and Certain Transactions	70
Fiscal 2024 CEO Pay Ratio	73
Pay Versus Performance	74
Committee Reports	78
Report of the Compensation Committee of the Board of Directors	78
Report of the Audit Committee of the Board of Directors	79
Proposal 1 - Election of Directors	81
Proposal 2 - Approval of an Amendment of the Company's Certificate of Incorporation	82
Proposal 3 - Approval of an Amendment and Restatement of the Company's 2013 Equity Incentive Plan	84
Proposal 4 - Ratification of Appointment of Independent Auditor	95
Proposal 5 - Advisory Vote to Approve Named Executive Officer Compensation	97
Proposal 6 - Stockholder Proposal Regarding an Independent Chair of the Board	98
Proposal 7 - Stockholder Proposal Requesting Stockholder Approval of Certain Executive Severance Arrangements . . .	101
Proposal 8 - Stockholder Proposal Requesting a Report on Viewpoint Restriction Risks	104
Procedural Matters	107
General	107
Stockholders Entitled to Vote; Record Date	107
Quorum; Abstentions; Broker Non-Votes	107
Voting; Revocability of Proxies	108
Expenses of Solicitation	108
Procedure for Introducing Business or Director Nominations at Our 2025 Annual Meeting of Stockholders	108
Delivery of Proxy Materials	109
Transaction of Other Business	110
Appendix A: GAAP to Non-GAAP Financial Reconciliation	A-1
Appendix B: Proposed Amendment to the Restated Certificate of Incorporation of Salesforce, Inc	B-1
Appendix C: Amended and Restated 2013 Equity Incentive Plan	C-1

NOTE ABOUT FORWARD-LOOKING

STATEMENTS

Note About Forward-Looking Statements

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements about the Company's future growth and profitability, Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environmental and sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our 2024 Annual Report on Form 10-K.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on

June 27, 2024. The Proxy Statement and Annual Report for the fiscal year ended January 31, 2024 are available at

www.proxyvote.com.

ABOUT THE ANNUAL MEETING

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors of Salesforce, Inc. (the "Board") is soliciting your vote at Salesforce's 2024 Annual Meeting of Stockholders (the "Annual Meeting"). Unless otherwise indicated, references in this Proxy Statement to "Salesforce," "we," "us," "our" and the "Company" refer to Salesforce, Inc.

When and where will the Annual Meeting take place?

The Annual Meeting will take place on Thursday, June 27, 2024 at 11:00 a.m. Pacific Time. The Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2024.

Why are you holding a virtual Annual Meeting?

We are utilizing a virtual meeting format for our Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. A virtual meeting also enhances stockholder access and engagement and reduces the environmental impact of our Annual Meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Where can I access the proxy materials?

Pursuant to the rules of the Securities and Exchange Commission (the "SEC"), we have provided access to our proxy materials primarily over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Internet Notice") has been mailed (or, if requested, emailed) to stockholders owning our stock as of the record date, May 1, 2024. Our proxy materials were mailed to those stockholders who have asked to receive paper copies. Instructions on how to access the proxy materials over the Internet, receive our proxy materials via email or request a printed copy by mail may be found in the Internet Notice.

By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will reduce the cost of printing and mailing documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive future proxy materials by email, and you are a Salesforce stockholder as of the record date for next year's annual meeting, you will receive an email next year with instructions containing a link to those materials. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy or voting instruction form. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating such election.

How many votes do I have?

All of our stockholders have one vote for every share of Salesforce common stock owned as of our record date of May 1, 2024.

SALESFORCE 2024 PROXY STATEMENT

1

ABOUT THE ANNUAL MEETING (CONTINUED)

What will I be voting on?

Stockholders will be asked to vote on the following matters at the Annual Meeting:

Management Proposals	Board's Recommendation	Page References
1.	To elect Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker	FOR	81
	Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V.
	Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as
	directors.
2.	To amend our Restated Certificate of Incorporation to provide for officer	FOR	82
	exculpation.
3.	To amend and restate our 2013 Equity Incentive Plan to increase the number	FOR	84
	of shares reserved for issuance by 36 million shares and extend the plan term.
4.	To ratify the appointment of Ernst & Young LLP as our independent registered	FOR	95
	public accounting firm for the fiscal year ending January 31, 2025.
5.	To approve, on an advisory basis, the fiscal 2024 compensation of our named	FOR	97
	executive officers.
Stockholder Proposals
6.	To consider a stockholder proposal requesting a policy to require the Chair of	AGAINST	98
	the Board be an independent member of the Board and not a former CEO of
	the Company, if properly presented at the meeting.
7.	To consider a stockholder proposal requesting stockholder approval of certain	AGAINST	101
	executive severance arrangements, if properly presented at the meeting.
8.	To consider a stockholder proposal requesting a report on viewpoint restriction	AGAINST	104
	risks, if properly presented at the meeting.

We will also transact any other business that may properly come before the Annual Meeting, although we are not aware of any such business as of the date of this Proxy Statement.

How do I vote in advance of the virtual Annual Meeting?

If you are a stockholder of record, you may cast your vote in advance of the meeting in any of the following ways:

Internet

Phone

Mail

Visit www.proxyvote.com and follow the instructions on your proxy card or Internet Notice.

Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).

Return your completed and signed proxy card in the enclosed postage-prepaid envelope.

If you are a stockholder who holds shares through a brokerage firm, bank, trust or other similar organization (that is, in "street name"), please refer to the instructions from the broker or organization holding your shares.

2	SALESFORCE 2024 PROXY STATEMENT

ABOUT THE ANNUAL MEETING (CONTINUED)

How do I participate in the virtual Annual Meeting?

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on May 1, 2024, the record date, or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote, ask questions and to view the list of registered stockholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/CRM2024, enter the 16-digit control number found on your Internet Notice, proxy card or voting instruction form, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Internet Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Internet Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the Annual Meeting. The meeting webcast will begin promptly at 11:00 a.m. Pacific Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, information for live technical support can be found at the meeting website at www.virtualshareholdermeeting.com/CRM2024.

We will endeavor to answer as many stockholder-submitted questions that comply with the meeting rules of conduct as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We will also post a recording of the meeting on our investor relations website, which will be available for replay for 60 days following the meeting.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting by one of the methods indicated above.

Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting on the meeting website.

SALESFORCE 2024 PROXY STATEMENT

3