Salesforce Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Salesforce, Inc.

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Letter from our Chair

and Chief Executive Officer

As we begin our 26th year, I’ve never been more energized or inspired. Salesforce just delivered the strongest year in our history—$37.9 billion in revenue, record operating margin and cash flow, and our first-ever $10 billion quarter. But this is more than a financial milestone—it’s a moment of transformation.

In just a few months, we’ve seen our addressable market grow from hundreds of billions to a multi-trillion-dollar opportunity. Why? Because we’re pioneering a new kind of workforce—a new model for business—with the launch of Agentforce, the first digital labor platform for enterprises.

This is not just a technology shift—it’s a revolution in how work gets done.

Agentforce introduces autonomous AI agents that collaborate, learn, and act alongside human teams. It’s a new workforce—a new always on, always learning team—designed to help every organization scale beyond human limits. It’s the future of work and it's being built in real time, right now with Salesforce. More than 3,000 companies—including Pfizer, Lennar, Heathrow, Pandora, and Singapore Airlines—signed up to build agents in just the first 100 days.

In FY26, we expect to surpass $40 billion in revenue, with Agentforce and Data Cloud—now managing over 50 trillion records—poised to become a combined billion-dollar business. Data Cloud is the engine. Agentforce is the driver. Together, they’re creating outcomes no single human team could deliver alone.

This isn’t just about productivity. It’s about giving every business—large or small—the chance to compete, scale, and innovate. It’s about making AI equitable and empowering—not extractive or elitist.

The next generation of leaders will be the last to manage only people. They’ll manage both digital and human workers, seamlessly collaborating to unlock new levels of productivity, accelerate transformation and shape the future of work. The companies that master this will define the future.

I’ve led Salesforce through the cloud, mobile, and AI revolutions, but this is the most profound shift I’ve ever seen. And I’m dedicating this next chapter of my life to ensuring Salesforce leads it—with humanity, with trust, and with unmatched innovation.

Thank you for believing in our company, our people, and our mission. The best is yet to come.

Accordingly, we would like to invite you to attend the 2025 Annual Meeting of Stockholders of Salesforce, Inc. on Thursday, June 5, 2025 at 11:00 a.m. Pacific Time. This year, building on the success of prior years, we are continuing to use a virtual meeting format to provide a consistent experience to all stockholders regardless of location and to reduce the environmental impact of our meeting. We will provide a live audio webcast of the annual meeting at www.virtualshareholdermeeting.com/CRM2025.

At this year’s meeting, we will vote on the election of directors, an amendment and restatement of our 2013 Equity Incentive Plan and the ratification of the selection of Ernst & Young LLP as Salesforce’s independent registered public accounting firm. We will also conduct a nonbinding advisory vote to approve the compensation of Salesforce’s named executive officers. Finally, we will transact such other business as may properly come before the meeting, and stockholders will have an opportunity to ask questions.

Your vote is important. Whether or not you plan to participate in the annual meeting, please vote as soon as possible. You may vote over the Internet or, if you requested printed copies of the proxy materials be mailed to you, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you participate in the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support of Salesforce.

Marc BenioffChair of the Board of DirectorsChief Executive Officer

Letter from our

Lead Independent Director

I am excited to share an update on the Board’s actions and priorities following yet another transformative year.

Throughout fiscal 2025, the Board oversaw the incredible journey underway at Salesforce to lead the digital labor revolution. We also continued to enhance our Company’s governance and executive compensation practices to meet the evolving needs and aspirations of the business. As always, we’ve considered these actions in the context of feedback from you, our stockholders, and our goal to continue driving long-term value. I, together with my fellow Board members, look forward to upholding the Board’s strong, effective independent oversight of Salesforce.

Salesforce’s Transformation

Since joining the Board in January 2023, I’ve witnessed remarkable change and progress at Salesforce. With a relentless focus on profitable growth through operational excellence, our Company has rapidly transformed itself into the leading force in the digital labor revolution, helping enable customers to accelerate their own transformations into Agentforce companies.

In fiscal 2025, we achieved strong performance across all of our key metrics. And, through our capital return program, we returned $7.8 billion in the form of share repurchases and $1.5 billion in dividends. Since inception of the program we have returned in aggregate more than $21 billion to stockholders – more than fully offsetting dilution from fiscal 2025 stock-based compensation. Looking to fiscal 2026, we remain deeply focused on profitable growth and we are excited by the speed of change and the opportunities ahead.

Executive Succession Planning

Through fiscal 2025, the Board prepared for and oversaw executive transitions for our CFO, Amy Weaver, and COO, Brian Millham, leading to the announcement of Robin Washington’s appointment as Salesforce’s President and Chief Operating and Financial Officer (“COFO”) shortly after fiscal year end. Through this succession planning process, which included thoughtful consideration of internal and external candidates and potential organizational structures, it became clear to the Board that Robin is uniquely suited to lead Salesforce in both financial and operational areas. She brings impressive skills to her role, with decades of financial and operational expertise, including leadership of similar functions at other large and complex companies, and over a decade of experience as a trusted partner and advisor to our leadership team through her service as a board member and lead independent director.

On behalf of the full Board, I want to thank Robin for stepping into the COFO role and for agreeing to join Salesforce’s executive team during this pivotal moment. We also extend our deepest gratitude to Amy and Brian for their many years of dedicated and impactful leadership.

In addition to Robin, we implemented several other key executive changes as part of a broader, thorough management development and succession planning process that will shape Salesforce’s future and position us to lead in the Agentforce era. Srinivas Tallapragada was elevated to President and Chief Engineering and Customer Success Officer, integrating engineering with customer success, technical support, and professional services. We also made additional leadership appointments to further align our technology, product, and revenue functions with our strategic vision, as well as provide expanded or updated responsibilities for key executives, and establish direct reporting lines to our CEO.

Board Committee Refreshment

Throughout this journey, the Board has continued to assess how it can most effectively carry out its oversight responsibilities. Over the past three years, the Board has demonstrated its commitment to evolving its governance practices in line with the needs of the business, including through: the appointment of three new independent directors; Board leadership changes; the expansion of the Lead Independent Director’s scope of authority and responsibilities; changes to the leadership and membership of the standing committees; and the formation and evolution of other committees for dedicated oversight of critical areas like cybersecurity, privacy, AI, and our business transformation. With an average member tenure of slightly over nine years, we regularly assess, via our skill matrix and with the help of outside consultants, the needs of the Board so that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company.

This year, as a result of our ongoing review of committee composition, we made thoughtful changes in the membership and leadership of several Board committees, gaining fresh perspectives and matching directors’ expertise with the specific needs of our business at this time. Specifically, Mason Morfit was appointed as Chair of the Compensation Committee and John Roos as Chair of the Nominating and Corporate Governance Committee. Mason brings to the Compensation Committee direct insights from decades as an investor focused on driving successful business transformations. In turn, John’s deep understanding of Salesforce and the executive team, developed through his years of leadership on the Board, as well as the depth and breadth of his significant professional experiences, position him well to lead the Nominating and Corporate Governance Committee during this next chapter.

Stockholder Engagement

Stockholder engagement remains an important input in the Board’s decision-making processes. As the “Letter from Our Compensation Committee” on page 36 outlines, the Compensation Committee conducted extensive stockholder outreach focused on executive compensation following our disappointing say-on-pay vote in 2024. In addition, we discussed a range of other topics with stockholders over the past year, including our long-term growth strategy, financial and operational priorities, responsible AI initiatives, and other governance practices. And as always, we engage not only with our stockholders but with all our stakeholders, including our customers, employees, partners, the planet, and the communities in which we work and live, because we believe that our values, grounded in legal and regulatory frameworks, create value and the business of business is to make the world a better place.

We thank you for your continued investment in Salesforce. Together, we are building a limitless workforce.

Sincerely,

Arnold DonaldLead Independent Director

Notice of 2025 Annual

Meeting of Stockholders

To be held Thursday, June 5, 2025

Meeting details

To the stockholders of Salesforce, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Salesforce, Inc., a Delaware corporation (“Salesforce”), will be held on Thursday, June 5, 2025 at 11:00 a.m. Pacific Time.

This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2025.

The items of business are:

To elect Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, and Maynard Webb to serve as directors;

To amend and restate our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 34 million shares and extend the plan term;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; and

To approve, on an advisory basis, the fiscal 2025 compensation of our named executive officers.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting. At this time, we are not aware of any such additional matters.

Stockholders of record at the close of business on April 11, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting as well as any and all adjournments, continuations, or postponements thereof.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 12:00 p.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of Salesforce’s website at investor.salesforce.com.

This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the 2025 Annual Report are first being made available to stockholders on April 24, 2025.

On behalf of the Board of Directors,

Sabastian Niles

President, Chief Legal Officer & Corporate Secretary

San Francisco, California

Whether or not you expect to participate in the virtual annual meeting, please vote as promptly as possible in order to ensure your representation at the annual meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

Note About Forward-Looking Statements

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements about the Company’s future growth and profitability, Board of Directors, corporate governance practices, executive compensation program, and equity compensation utilization, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to Be Held on June 5, 2025.The Proxy Statement and Annual Report for the fiscal year ended January 31, 2025 are available at www.proxyvote.com.

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