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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.
−Removed: 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.
+Added: 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 (“SEC”) 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
21 unchanged sentences
During the three months ended January 31, 2025, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: On December 17, 2024 , Parker Harris , Co-Founder and Chief Technology Officer , Slack, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 150,662 shares of the Company’s common stock, subject to certain conditions, through December 15, 2025 (or the date all shares are sold under the arrangement, if earlier).
+Added: On January 9, 2025 , 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 353,684 shares of the Company’s common stock, subject to certain conditions, through March 20, 2026 (or the date all shares are sold under the arrangement, if earlier).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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.”
+Added: The information concerning our directors, our Audit Committee, our Insider Trading Policy 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,” “Insider Trading Policy” 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.”
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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.
−Removed: 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.
+Added: We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.
EXECUTIVE COMPENSATION
−Removed: 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.”
+Added: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards Table,” “Outstanding Equity Awards at Fiscal 2025 Year-End Table,” “Options Exercised and Stock Vested Table,” “Committee Reports,” “Directors and Corporate Governance” and “Employment Contracts and Certain Transactions.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: 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.”
+Added: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Ratification of Appointment of Independent Auditor.”
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Financial Statements :
−Removed: 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.”
+Added: 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 and Supplementary Data.”
Financial Statement Schedules :
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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.
+Added: FORM 10-K SUMMARY
Omitted at Registrant’s option.
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8-K 001-32224 4.2 7/12/2021
−Removed: 4.5 Indenture, dated April 9, 2020, between Slack Technologies, Inc.
−Removed: Bank National Association, as trustee
−Removed: 8-K 001-32224 4.1 7/21/2021
−Removed: 4.6 First Supplemental Indenture, dated as of February 10, 2021, between Slack Technologies, Inc.
−Removed: Bank National Association, as trustee
−Removed: 8-K 001-32224 4.2 7/21/2021
−Removed: 4.7 Second Supplemental Indenture, dated July 21, 2021, by and among Slack Technologies, Inc., the Registrant, Skyline Strategies II LLC and U.S.
−Removed: Bank National Association, as trustee
−Removed: 8-K 001-32224 4.3 7/21/2021
4.5 Description of the Registrant’s Capital Stock
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Amended and Restated 2013 Equity Incentive Plan
−Removed: S-8 333-272599 4.3 6/12/2023
−Removed: Herewith Incorporated by Reference
−Removed: Exhibit Description Form SEC File No.
−Removed: Exhibit Filing Date
+Added: 8-K 001-32224 10.1 7/1/2024
10.2* Salesforce, Inc.
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S-8 333-211510 4.1 5/20/2016
+Added: 10.5* Salesforce, Inc.
Amended and Restated 2014 Inducement Equity Incentive Plan
2 unchanged sentences
10-Q 001-32224 10.4 6/1/2022
+Added: Herewith Incorporated by Reference
+Added: Exhibit Description Form SEC File No.
+Added: Exhibit Filing Date
10.7* Related forms of equity agreements under the Amended and Restated 2004 Employee Stock Purchase Plan
2 unchanged sentences
10-Q 001-32224 10.6 6/1/2022
−Removed: 10.9* Amended and Restated Gratitude Bonus Plan
+Added: 10.9* Forms of equity award agreements under the Amended and Restated 2013 Equity Incentive Plan
10-Q 001-32224 10.4 5/30/2024
+Added: 10.10* Form of Restricted Stock Unit Agreement under the Amended and Restated 2014 Inducement Equity Incentive Plan
+Added: 10-Q 001-32224 10.5 5/30/2024
+Added: 10.11* Forms of equity award agreements under the Amended and Restated 2013 Equity Incentive Plan
+Added: 10.12* Form of stock option agreement under the Amended and Restated 2014 Inducement Equity Incentive Plan
+Added: 10.13* Amended and Restated Annual Performance Bonus Plan
+Added: 10-Q 001-32224 10.1 5/30/2024
10.14* Traction Sales and Marketing Inc.
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S-8 333-265557 4.3 6/13/2022
−Removed: 10.11* Form of Performance-Based Restricted Stock Unit Agreement 10-Q 001-32224 10.1 6/1/2023
+Added: 10.15* Tenyx, Inc.
+Added: 2021 Equity Incentive Plan
+Added: S-8 333-282514 4.3 10/4/2024
+Added: 10.16* Form of Performance-Based Restricted Stock Unit Agreement
+Added: 10-Q 001-32224 10.1 6/1/2023
10.17* Form of Change of Control and Retention Agreement as entered into with Marc Benioff
8 unchanged sentences
10-K 001-32224 10.17 3/17/2021
−Removed: 10.17* Non-Employee Director Compensation Program and related form of Director RSU Agreement
−Removed: 10.18 Office Lease, dated April 10, 2014, between the Registrant and Transbay Tower LLC
−Removed: 10-Q 001-32224 10.2 5/30/2014
−Removed: 10.19 Purchase and Sale Agreement, dated November 10, 2014, between the Registrant and 50 Fremont Tower, LLC
+Added: 10.22* Non-Employee Director Compensation Program
+Added: 10.23* Offer Letter, dated June 8, 2023, between the Registrant and Sabastian Niles
10-Q 001-32224 10.6 5/30/2024
−Removed: 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.
−Removed: 1, dated as of April 4, 2022 , and Amendment No.
−Removed: 2, dated as of May 8, 2023.
+Added: 10.24* Transition Agreement, dated August 28, 2024, between the Registrant and Amy Weaver
10-Q 001-32224 10.3 12/4/2024
+Added: 10.25* Offer Letter, dated February 5, 2025, between the Registrant and Robin Washington
+Added: 8-K 001-32224 10.1 2/5/2025
+Added: 10.26* Amendment to Transition Agreement, dated March 4 , 2025, between the Registrant and Amy Weaver
Herewith Incorporated by Reference
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Exhibit Filing Date
−Removed: 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.
−Removed: 8-K 001-32224 10.2 12/23/2020
−Removed: 10.22 Nomination and Cooperation Agreement between Salesforce, Inc.
−Removed: and ValueAct Capital Management L.P., dated January 27, 2023
+Added: 10.27 Office Lease, dated April 10, 2014, between the Registrant and Transbay Tower LLC
+Added: 10-Q 001-32224 10.2 5/30/2014
+Added: 10.28 Purchase and Sale Agreement, dated November 10, 2014, between the Registrant and 50 Fremont Tower, LLC
+Added: 10-Q 001-32224 10.2 11/26/2014
+Added: 10.29 Credit Agreement, dated as of October 31, 2024, by and among the Re gistrant, the lenders and issuing lenders party thereto, and Bank of America, N.A., as Administrative Agent
8-K 001-32224 10.1 11/5/2024
+Added: 19 Insider Trading Policy
21.1 List of Subsidiaries
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97.01 Executive Officer Incentive Compensation Recovery Policy
+Added: 97.1 Executive Officer Incent ive Compensation Recovery Policy
+Added: 10-K 001-32224 97.01 3/6/2024
+Added: 99.1 Cash Severance Limitation Policy
101.INS Inline XBRL Instance Document
50 unchanged sentences
March 5, 2025
−Removed: /s/ Susan Wojcicki Director
−Removed: March 6, 2024
−Removed: Susan Wojcicki
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.