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
March 22, 2019
Date of Report (date of earliest event reported)
salesforce.com, inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32224 | 94-3320693 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Salesforce Tower
415 Mission Street, 3rd Fl
San Francisco, CA 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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
The following table sets forth the bonus amounts to be paid on or about April 15, 2019 to the Company’s Named Executive Officers as approved by the Committee:
| Name |
Position | Bonus Amount | ||||
| Marc Benioff (1) |
Chairman of the Board and Co-Chief Executive Officer | $ | 2,325,000 | |||
| Keith Block (2) |
Co-Chief Executive Officer | $ | 1,701,250 | |||
| Mark Hawkins (3) |
President and Chief Financial Officer | $ | 675,000 | |||
| Parker Harris (4) |
Co-Founder and Chief Technology Officer | $ | 750,000 | |||
| Alexandre Dayon (5) |
President and Chief Strategy Officer | $ | 675,000 | |||
| (1) | Mr. Benioff’s mid-year bonus payout on September 28, 2018 was $775,000. |
| (2) | Mr. Block’s mid-year bonus payout on September 28, 2018 was $312,500. |
| (3) | Mr. Hawkins’s mid-year bonus payout on September 28, 2018 was $225,000. |
| (4) | Mr. Harris’s mid-year bonus payout on September 28, 2018 was $250,000. |
| (5) | Mr. Dayon’s mid-year bonus payout on September 28, 2018 was $225,000. |
Also, effective March 22, 2019, the Committee approved compensation arrangements of our Named Executive Officers for fiscal year 2020 in the below amounts. 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, 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.
| Name |
Annual Base Salary for Fiscal Year 2020 |
Annual Target Bonus for Fiscal Year 2020 | ||
| Marc Benioff |
$1,550,000 | 200% | ||
| Keith Block |
$1,435,000 | 200% | ||
| Mark Hawkins |
$1,000,000 | 100% | ||
| Parker Harris |
$1,000,000 | 100% | ||
| Alexandre Dayon |
$900,000 | 100% |
Additionally, effective March 22, 2019, the Committee approved stock option, restricted stock unit and performance-based restricted stock unit awards to the Named Executive Officers as set forth below. 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. The performance-based restricted stock units are subject to vesting based on a performance-based condition and a service-based condition, as described in more detail below.
| Name |
Stock Options | Restricted Stock Units | Performance-Based Restricted Stock Units | |||
| Marc Benioff |
195,872 | N/A | 74,391 | |||
| Keith Block |
146,904 | N/A | 55,794 | |||
| Mark Hawkins |
122,420 | 15,480 | 15,499 | |||
| Parker Harris |
134,662 | 17,028 | 17,048 | |||
| Alexandre Dayon |
36,726 | 4,644 | 4,650 |
The performance-based restricted stock unit awards granted to the Named Executive Officers provide that, if the officer remains employed through April 15, 2022, his shares will vest in a percentage of the target number of shares shown above, between zero and 200 percent, depending on how the Company’s total shareholder return (“TSR”) ranks over the three-year period from the grant date (the “Performance Period”), relative to the companies in the NASDAQ-100 Index as of the grant date (the “Index Group”). If the Company’s TSR over the Performance Period is at the 60th percentile when ranked against the TSRs of the companies in the Index Group, 100 percent of the target number of shares will be eligible to vest. For every percentile by which the Company’s TSR ranking within the Index Group exceeds the 60th percentile, the number of shares eligible to vest will increase by 2 22/39 percent of target, up to a maximum payout of 200 percent of target if the Company’s TSR ranking is at the 99th percentile. For every percentile by which the Company’s TSR ranking within the Index Group is below the 60th percentile, the number of shares eligible to vest will decrease by 3 1/3 percent of target, with no payout if the Company’s TSR ranking is below the 30th percentile. Additionally, if the Company’s absolute TSR over the Performance Period is negative, in no event will the number of shares eligible to vest exceed 100 percent of the target amount, even if the Company’s TSR ranks above the 60th percentile within the Index Group.
Special vesting rules apply in the event of a change of control. Each award provides that if a change of control of the Company occurs during the officer’s employment, his shares will become eligible to vest based on how the Company’s TSR performance ranks relative to the Index Group from the grant date through the date of the change of control (instead of through the three-year Performance Period), using the same zero to 200 percent scale described above (any such shares that become eligible to vest based the Company’s TSR performance as compared to the Index Group through the date of the change of control are referred to as “eligible shares”). A portion of the service-based condition will be considered satisfied as of the date of a change of control, and a pro-rated portion of the eligible shares (if any) will vest to reflect service through that date, with the remaining eligible shares vesting in equal quarterly installments thereafter over the balance of the original Performance Period, subject to the officer’s continued employment through each vesting date. Any shares eligible to vest based on the TSR performance are also subject to accelerated vesting if the officer’s employment terminates within three months before, or 18 months after, a change of control in a qualifying termination of employment, determined in accordance with the terms of his existing change of control and retention agreement.
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: March 28, 2019 | salesforce.com, inc. | |||||
| /s/ Amy Weaver | ||||||
| Amy Weaver | ||||||
| President, Legal & Corporate Affairs, General Counsel and Secretary | ||||||