Business Context and Reporting Period
This Form 8-K is a current report filed by Salesforce, Inc. on November 19, 2010. The filing discloses corporate governance actions regarding executive compensation adjustments and a specific Rule 10b5-1 trading plan for charitable gifting by the Chief Executive Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation figures effective for Fiscal Year 2012 (February 1, 2011 to January 31, 2012).
| Executive Officer | Annual Base Salary (FY2012) | Annual Target Bonus (FY2012) |
|---|---|---|
| Marc Benioff (CEO) | $1,000,000 | $1,500,000 |
| Graham Smith (CFO) | $480,000 | $360,000 |
| Parker Harris | $450,000 | $337,500 |
| George Hu | $450,000 | $337,500 |
| Frank van Veenendaal | $420,000 | $420,000 |
Material Changes
The Compensation Committee approved changes to the compensation packages for the CEO, CFO, and four other Named Executive Officers. These changes include updated base salaries and target bonuses effective February 1, 2011. Additionally, equity grants were approved on November 23, 2010, including stock options and restricted stock units.
Guidance, Outlook, and Risks
Equity Grants: Marc Benioff received an option grant for 350,000 shares. Messrs. Smith, Harris, Hu, and van Veenendaal each received option grants for 60,000 shares and 5,000 restricted stock units. All awards are subject to standard vesting schedules.
Rule 10b5-1 Trading Plan: CEO Marc Benioff adopted a sixth Rule 10b5-1 trading plan on September 13, 2010, to facilitate charitable gifting. The plan allows for the donation of up to 346,006 shares during December 2010 to qualifying public charities, primarily the University of California, San Francisco Medical Center and its Children's Hospital.
Ownership: As of November 24, 2010, Mr. Benioff held beneficial ownership of 10,606,006 shares.
Investor Verification Checklist
- Verify the effective date of the new compensation packages (February 1, 2011).
- Confirm the vesting schedules applicable to the new equity grants issued on November 23, 2010.
- Monitor subsequent filings for the execution of the charitable share gifts under the Sixth Plan in December 2010.
- Note that the filing does not contain operational or financial performance data for the period.