Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2024 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2024. We reviewed the results of management’s assessment with our Audit Committee.
The effectiveness of our internal control over financial reporting as of January 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended January 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate
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because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
During the three months ended January 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K), except as follows. On December 29, 2023 , Marc Benioff , Chair and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 750,000 shares of the Company’s common stock, subject to certain conditions, through June 10, 2024. On December 22, 2023 , Brian Millham , President and Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 532,554 shares of the Company’s common stock, subject to certain conditions, through December 31, 2024. On December 13, 2023 , Srinivas Tallapragada , President and Chief Engineering Officer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 50,051 shares of the Company’s common stock, subject to certain conditions, through December 31, 2024.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, our Audit Committee and any changes to the process by which stockholders may recommend nominees to the Board required by this Item are incorporated herein by reference to information contained in the Proxy Statement, including “Directors and Corporate Governance” and, as applicable, “Delinquent Section 16(a) Reports.”
The information concerning our executive officers required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part I, entitled “Information About Our Executive Officers.”
We have adopted a code of ethics, our Code of Conduct, which applies to all employees, including our chief executive officer, Marc Benioff, principal financial officer, Amy Weaver, principal accounting officer, Sundeep Reddy and all other executive officers. The Code of Conduct is available on our website at http://investor.salesforce.com/about-us/investor/corporate-governance /. A copy may also be obtained without charge by contacting Investor Relations, Salesforce, Inc., Salesforce Tower, 415 Mission St, 3rd Fl, San Francisco, California 94105 or by calling (415) 901-7000.
We plan to post on our website at the address described above future amendments and waivers of our Code of Conduct as required under applicable NYSE and SEC rules.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Compensation Discussion and Analysis,” “Committee Reports,” “Directors and Corporate Governance” and “Executive Compensation and Other Matters.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Equity Compensation Plan Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Directors and Corporate Governance” and “Employment Contracts and Certain Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Ratification of Appointment of Independent Auditors.”
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
1. Financial Statements : The information concerning our financial statements, and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled “Financial Statements.”
2. Financial Statement Schedules : The Financial Statement Schedules have been omitted because they are not applicable or are not required or are not present in material amounts or the information required to be set forth herein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits: See “Index to Exhibits.”
(b) Exhibits. The exhibits listed below in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Annual Report on Form 10-K.
ITEM 16. 10-K SUMMARY
Omitted at registrant’s option.
Index to Exhibits
Exhibit
No. Provided
Herewith Incorporated by Reference
Exhibit Description Form SEC File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation of Salesforce, Inc.
8-K 001-32224 3.1 4/4/2022
3.2 Amended and Restated Bylaws of Salesforce, Inc.
8-K 001-32224 3.1 12/16/2022
4.1 Specimen Common Stock Certificate
10-Q 001-32224 4.1 6/1/2022
4.2 Indenture, dated April 11, 2018, between the Registrant and U.S. Bank National Association, as trustee
8-K 001-32224 4.1 4/11/2018
4.3 First Supplemental Indenture, dated April 11, 2018, between the Registrant and U.S. Bank National Association, as trustee (including Forms of 2023 and 2028 Notes)
8-K 001-32224 4.2 4/11/2018
4.4 Second Supplemental Indenture, dated July 12, 2021, between the Registrant and U.S. Bank National Association, as trustee (including Forms of the 2024, 2031, 2041, 2051, 2061 and Sustainability Notes)
8-K 001-32224 4.2 7/12/2021
4.5 Indenture, dated April 9, 2020, between Slack Technologies, Inc. and U.S. Bank National Association, as trustee
8-K 001-32224 4.1 7/21/2021
4.6 First Supplemental Indenture, dated as of February 10, 2021, between Slack Technologies, Inc. and U.S. Bank National Association, as trustee
8-K 001-32224 4.2 7/21/2021
4.7 Second Supplemental Indenture, dated July 21, 2021, by and among Slack Technologies, Inc., the Registrant, Skyline Strategies II LLC and U.S. Bank National Association, as trustee
8-K 001-32224 4.3 7/21/2021
4.8 Description of the Registrant’s Capital Stock
10-K 001-32224 4.8 3/8/2023
10.1* Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan
S-8 333-272599 4.3 6/12/2023
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Exhibit
No. Provided
Herewith Incorporated by Reference
Exhibit Description Form SEC File No. Exhibit Filing Date
10.2* Salesforce, Inc. Amended and Restated 2004 Employee Stock Purchase Plan
S-8 333-265555 4.4 6/13/2022
10.3* Form of Indemnification Agreement between the Registrant and its officers and directors
S-1/A 333-111289 10.1 4/20/2004
10.4* MetaMind, Inc. 2014 Stock Incentive Plan
S-8 333-211510 4.1 5/20/2016
10.5* 2014 Amended and Restated Inducement Equity Incentive Plan
10-Q 001-32224 10.3 6/1/2022
10.6* Related forms of equity agreements under the Amended and Restated 2013 Equity Incentive Plan
10-Q 001-32224 10.4 6/1/2022
10.7* Related forms of equity agreements under the Amended and Restated 2004 Employee Stock Purchase Plan
10-Q 001-32224 10.5 6/1/2022
10.8* Related forms of equity agreements under the Amended and Restated 2014 Inducement Equity Incentive Plan
10-Q 001-32224 10.6 6/1/2022
10.9* Amended and Restated Gratitude Bonus Plan
10-Q 001-32224 10.7 6/1/2022
10.10* Traction Sales and Marketing Inc. Equity Incentive Plan
S-8 333-265557 4.3 6/13/2022
10.11* Form of Performance-Based Restricted Stock Unit Agreement 10-Q 001-32224 10.1 6/1/2023
10.12* Form of Change of Control and Retention Agreement as entered into with Marc Benioff
10-K 001-32224 10.13 3/9/2009
10.13* Form of Change of Control and Retention Agreement as entered into with Parker Harris
10-K 001-32224 10.14 3/9/2009
10.14* Form of Change of Control and Retention Agreement entered into with non-CEO Executive Officers after 2014
10-K 001-32224 10.16 3/5/2020
10.15* Retention Agreement, dated February 10, 2021, between the Registrant and Brian Millham
10-Q 001-32224 10.2 6/1/2023
10.16* Aircraft Time Sharing Agreement, dated March 17, 2020, between the Registrant and Marc Benioff
10-K 001-32224 10.17 3/17/2021
10.17* Non-Employee Director Compensation Program and related form of Director RSU Agreement
X
10.18 Office Lease, dated April 10, 2014, between the Registrant and Transbay Tower LLC
10-Q 001-32224 10.2 5/30/2014
10.19 Purchase and Sale Agreement, dated November 10, 2014, between the Registrant and 50 Fremont Tower, LLC
10-Q 001-32224 10.2 11/26/2014
10.20 Credit Agreement, dated as of December 23, 2020, by and among the Registrant, the lenders and other parties party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender, as amended by Amendment No. 1, dated as of April 4, 2022 , and Amendment No. 2, dated as of May 8, 2023.
10-Q 001-32224 10.3 6/1/2023
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Exhibit
No. Provided
Herewith Incorporated by Reference
Exhibit Description Form SEC File No. Exhibit Filing Date
10.21 Credit Agreement, dated as of December 23, 2020, by and among the Registrant, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent.
8-K 001-32224 10.2 12/23/2020
10.22 Nomination and Cooperation Agreement between Salesforce, Inc. and ValueAct Capital Management L.P., dated January 27, 2023
8-K 001-32224 99.1 1/27/2023
21.1 List of Subsidiaries
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
X
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.01 Executive Officer Incentive Compensation Recovery Policy
X
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Extension Definition
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)
* Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 6, 2024
Salesforce, Inc.
By: /s/ A MY W EAVER
Amy Weaver
President and
Chief Financial Officer
(Principal Financial Officer)
Dated: March 6, 2024
Salesforce, Inc.
By: /s/ S UNDEEP R EDDY
Sundeep Reddy
Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Marc Benioff, Amy Weaver, Sundeep Reddy and Sabastian Niles, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Marc Benioff Chair of the Board and Chief Executive Officer (Principal Executive Officer) March 6, 2024
Marc Benioff
/s/ Amy Weaver President and Chief Financial Officer (Principal Financial Officer) March 6, 2024
Amy Weaver
/s/ Sundeep Reddy Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) March 6, 2024
Sundeep Reddy
/s/ Laura Alber Director
March 6, 2024
Laura Alber
/s/ Craig Conway Director
March 6, 2024
Craig Conway
/s/ Arnold Donald Director
March 6, 2024
Arnold Donald
/s/ Parker Harris Director, Co-Founder March 6, 2024
Parker Harris
/s/ Neelie Kroes Director
March 6, 2024
Neelie Kroes
/s/ Sachin Mehra Director
March 6, 2024
Sachin Mehra
/s/ Mason Morfit Director
March 6, 2024
Mason Morfit
/s/ Oscar Munoz Director
March 6, 2024
Oscar Munoz
/s/ John V. Roos Director
March 6, 2024
John V. Roos
/s/ Robin L. Washington Director
March 6, 2024
Robin L. Washington
/s/ Maynard Webb Director
March 6, 2024
Maynard Webb
/s/ Susan Wojcicki Director
March 6, 2024
Susan Wojcicki
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