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
February 24, 2020
Date of Report (date of earliest event reported)
salesforce.com, inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
001-32224 |
94-3320693 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Salesforce Tower |
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415 Mission Street, 3rd Fl |
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San Francisco, CA 94105 |
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(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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
CRM |
New York Stock Exchange, Inc. |
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 February 25, 2020, salesforce.com, inc. (the “Company”) announced that Marc Benioff will serve as the Chairman and sole Chief Executive Officer of the Company. The Company announced that Keith Block has resigned from his positions as the Company’s Co-Chief Executive Officer and as a director of the Company. Mr. Block will continue to serve the Company as Advisor to the Chief Executive Officer through February 25, 2021 (the “Transition Period”).
The Company has entered into an agreement (the “Transition Agreement”) with Mr. Block setting forth the terms of Mr. Block’s transition from the Company. Mr. Block will serve as Advisor to the Chief Executive Officer during the Transition Period. The Transition Period may be terminated earlier by the Company for cause, as defined in the Transition Agreement, by Mr. Block for any reason upon ten days’ written notice, and the Transition Agreement provides for automatic termination upon Mr. Block’s acceptance of employment or other full-time services with a third party. Through May 31, 2020, Mr. Block’s cash compensation will be composed of salary at his current rate plus a monthly bonus amount calculated based on the amount of his annual bonus earned for fiscal 2020. For the remainder of the Transition Period, his cash compensation will be calculated based on a rate of $54,080 per year. Mr. Block will be entitled to receive his bonus for fiscal 2020 calculated and payable in the ordinary course. During the Transition Period, previously granted equity awards will continue to vest in accordance with their terms. The Transition Agreement provides for a customary release of claims by Mr. Block and reaffirmation of his obligations under an employee inventions and proprietary rights assignment agreement.
A copy of the Company’s press release announcing the foregoing leadership changes is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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salesforce.com, inc. |
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By: |
/s/ Amy Weaver |
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Amy Weaver |
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President and Chief Legal Officer |
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Dated: February 25, 2020
Exhibit 99.1
Evan Goldstein
Salesforce
Investor Relations
415-819-2987
evan.goldstein@salesforce.com
Brad Burns
Salesforce
Public Relations
415-536-7987
bburns@salesforce.com
Keith Block Steps Down as Salesforce Co-CEO; Marc Benioff is Chair and CEO
Block becomes Advisor to the CEO
SAN FRANCISCO, February 25, 2020—Salesforce (NYSE: CRM) today announced that Keith Block has stepped down as co-CEO of Salesforce and Marc Benioff is Chair and CEO of the company. Block is remaining as Advisor to the CEO.
“It’s been my greatest honor to lead the team with Marc that has more than quadrupled Salesforce from $4 billion of revenue when I joined in 2013 to over $17 billion last year,” said Block. “We are now a global enterprise company, focused on industries, and have an ecosystem that is the envy of the industry, and I’m so grateful to our employees, customers, and partners. After a fantastic run I am ready for my next chapter and will stay close to the company as an advisor. Being side-by-side with Marc has been amazing and I’m forever grateful for our friendship and proud of the trajectory the company is on.”
“I am especially grateful to Keith for his service to Salesforce over the last seven years. I am delighted that he will be staying on as an advisor to me,” said Benioff. “Keith’s strategic thinking and operational excellence have deeply strengthened our company, and our close friendship endures. I am Keith’s biggest supporter as he creates the next chapter of his storied career. He will always be part of our Ohana.”
Salesforce also announced today that it has named Gavin Patterson, former BT Group plc Chief Executive, its President and CEO of Salesforce International.
Patterson, who last September became the company’s Chair of Europe, the Middle East and Africa (EMEA), now oversees Salesforce’s largest international markets outside of the U.S.
“We are thrilled that Gavin has chosen to lead Salesforce International headquartered in London. Salesforce International oversees our business in EMEA, Latin America and the Asia Pacific region,” said Benioff. “Gavin’s global leadership will help us continue to deliver customer success in these important markets. I could not be more excited to have Gavin in our Ohana.”
About Salesforce
Salesforce is the global leader in Customer Relationship Management (CRM), bringing companies closer to their customers in the digital age. Founded in 1999, Salesforce enables companies of every size and industry to take advantage of powerful technologies—cloud, mobile, social, internet of things, artificial intelligence, voice and blockchain—to create a 360-degree view of their customers. For more information about Salesforce (NYSE: CRM), visit: www.salesforce.com.