Salesforce, Inc.
For the period ended May 28, 2026. Filed Apr 16, 2026.
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May 28, 2026 · Filed Apr 16, 2026
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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. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Salesforce, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11 |
Letter from our Chair
and Chief Executive Officer
As we enter our 27th year, Salesforce is not just leading the software marketplace, we are the engine of a whole new era of enterprise technology: the Agentic Revolution.
We have rearchitected our entire platform to turn raw intelligence into real work at scale, positioning our customers to become Agentic Enterprises and thrive in the most profound technology transition in history.
The #1 AI CRM
Agentforce is already driving real-world ROI at global scale.
Record Adoption: While others offer experimental AI, Salesforce has closed 29,000 Agentforce deals, with customers like Amazon, Ford, AT&T, and GM leading the charge. Nearly 90% of Forbes’ top 50 AI companies — including trailblazers like Anthropic — now run on our platform.
Proven Customer Impact: Southwest Airlines launched a customer service agent in just four months that now autonomously resolves 20% of its 20 million annual requests. Siemens is using sales agents to qualify 500 leads daily, saving 1,200 hours per human agent annually. SharkNinja has already powered over 250,000 consumer engagements through its Shopper Agent. By autonomously scheduling thousands of home tours, Lennar has turned agents into the ultimate front door for home buying.
A Powerhouse of Innovation and Trust
The Agentic Revolution is ushering in a new operating model for the enterprise that is reshaping how work gets done. Every agent needs somewhere to land: a trusted, unified platform that brings data, apps, agents, and humans together. That’s Salesforce.
Data at Scale: An AI agent is only as good as the data it can access. Our platform provides the essential “landing zone” for agents, integrating trusted data, business logic, and secure workflows. In fiscal 2026, we ingested 112 trillion records through Data 360.
Explosive Growth: Agentforce and Data 360 are the fastest-growing, most innovative products in our history. Agentforce ARR reached $800 million, up 169% year-over-year.
The Agentic Interface: Slack, now featuring Slackbot as the ultimate teammate, serves as the primary interface for work for over a million customers.
Unprecedented Financial Strength
Our shift to an agentic focus is driving the best financial results in our history.
Revenue Leadership: We achieved full-year revenue of $41.5 billion in fiscal 2026, and we are guiding to more than $46 billion in revenue for fiscal 2027. With our commitment to disciplined, profitable growth, we closed the year with a non-GAAP operating margin of 34.1% and $72.4 billion in total RPO.
Following our strong start with Informatica, we have increased our fiscal 2030 revenue target to $63 billion.
Shareholder Value: We returned $14.3 billion to stockholders this year. In March 2026, we commenced a historic $25 billion accelerated share repurchase, signaling our total confidence in the Agentic Era.
| Salesforce, Inc. | i | 2026 Proxy Statement |
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Values-Led Leadership
As we scale, we remain committed to our values.
1-1-1 Philanthropic Leadership: We have provided nearly $1 billion in community grants, contributed over 10 million employee volunteer hours, and empowered over 64,000 nonprofits to run on Salesforce through free licenses or deep discounts.
We are moving beyond simple automation to a future where humans and agents work together to transform the world. Thank you for your trust as we lead this extraordinary revolution.
With deep gratitude,
Marc BenioffChair of the Board of DirectorsChief Executive Officer
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Letter from our
Lead Independent Director
First, thank you for your continued investment in Salesforce. With your support, we have helped more than 150,000 companies connect with their customers in entirely new ways, establishing Salesforce as a global leader in AI CRM and broader operations technology. On behalf of the Board of Directors, it is an honor to share an update on our key actions and priorities from the past year.
Salesforce’s Transformation
Despite the current discounting of sector enterprise values due to uncertainty in financial markets around the evolution of AI, we continue to achieve strong growth in revenue, earnings, and cash flow. And as we transform Salesforce into a lean agentic enterprise, we remain relentlessly focused on driving profitable growth through sustained innovation. Fiscal 2026 was a momentous year in our journey, as it became clearer that the agentic enterprise is the new paradigm and that our prior investments have positioned us well to meet rising demand.
Through this rapid pace of change, the Board has actively overseen, supported, and consulted with management to set and advance the long-term vision for Salesforce. We are redefining customer success as we enable humans and agents to work seamlessly together.
Salesforce achieved several important strategic and financial milestones in fiscal 2026. We continued to introduce new innovative technologies to our platform, such as Agentforce 360, which unites applications, data, and agents on one platform. We also completed the acquisition of Informatica, which enhances our trusted data foundation by strengthening the quality and integration of the data that feeds our CRM and AI solutions.
Our actions were consistent with our commitment to deploy capital responsibly while continuing to deliver on our path to sustained double-digit revenue growth. Early Informatica momentum is validating our disciplined M&A strategy, which is underpinned by a return-on-invested-capital framework that prioritizes efficient growth and capital allocation. Further, we returned to stockholders $12.7 billion through our share repurchase program and an additional $1.6 billion in dividends. We have already commenced in March 2026 an accelerated share repurchase program that is slightly more than double in size.
Board Composition and Expertise
As always, the Board continued to take a deliberate approach to assessing Board composition to maintain the right depth of expertise and range of perspectives to guide Salesforce effectively. Over the past few years, we have thoughtfully added new directors to the Board in support of Salesforce’s ambitious goals and leadership of the new era of Agentic AI.
In this past year alone, we welcomed Amy Chang and David B. Kirk to the Board as independent directors, both of whom bring proven records and expertise in driving innovation and technology. With Amy and David’s appointments, we now have the most innovation-forward, technical Board in Salesforce’s history.
The Board’s composition today aligns clearly with the future of Salesforce. Our directors collectively bring valuable insights to our work on financial and operational matters, technology, sales, and marketing, corporate and AI governance, and other topics important to the Board and Salesforce’s business. This mix of experiences and perspectives, grounded in a shared commitment to Salesforce’s core values, has fostered thoughtful dialogue and debate in the boardroom.
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Corporate Governance and Stockholder Engagement
The Board believes strong governance promotes long-term stockholder value creation. Accordingly, throughout fiscal 2026, we maintained our long-standing practice of engaging with stockholders to inform the Board’s decision-making processes.
While discussions covered a variety of topics, ranging from Board and committee refreshment to executive succession planning and human capital management, stockholders largely focused on strategy and AI governance. Stockholders expressed strong appreciation for our refined enterprise-wide executive compensation practices and the long-term strategic vision introduced at last year’s Dreamforce. Building on our leadership in AI governance, we formalized and enhanced long-standing practices, including reflecting Board committee oversight responsibilities in revised committee charters, expanding related corporate governance disclosures in this Proxy Statement, and publishing our first-ever standalone Trusted AI and Agents Impact Report.
We look forward to continuing the dialogue over the next year and we thank you for your continued support.
Arnold DonaldLead Independent Director
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Notice of 2026 Annual
Meeting of Stockholders
To be held Thursday, May 28, 2026
Meeting details
| DateThursday, May 28, 2026 | Time11:30 a.m. Pacific Time | LocationThis year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast atwww.virtualshareholdermeeting.com/CRM2026. |
To the stockholders of Salesforce, Inc.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Salesforce, Inc., a Delaware corporation (“Salesforce”), will be held on Thursday, May 28, 2026 at 11:30 a.m. Pacific Time.
This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2026.
The items of business are:
To elect Marc Benioff, Laura Alber, Amy Chang, Craig Conway, Arnold Donald, Parker Harris, David B. Kirk, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, and Robin Washington 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 amend and restate our 2004 Employee Stock Purchase Plan to increase the number of shares reserved for employee purchase by 20 million shares.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.
To approve, on an advisory basis, the fiscal 2026 compensation of our named executive officers.
To consider and act upon one stockholder proposal described in the Proxy Statement, if properly presented at the meeting.
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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 6, 2026 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 12:30 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 2026 Annual Report are first being made available to stockholders on April 16, 2026.
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.
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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 2026 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on May 28, 2026.The Proxy Statement and Annual Report for the fiscal year ended January 31, 2026 are available at www.proxyvote.com.
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Table of Contents
| Proxy Summary | 1 |
|---|---|
| About the Annual Meeting | 6 |
| Who is soliciting my vote? | 6 |
| When and where will the Annual Meeting take place? | 6 |
| Why are you holding a virtual Annual Meeting? | 6 |
| Where can I access the proxy materials? | 6 |
| How many votes do I have? | 6 |
| What will I be voting on? | 7 |
| How do I vote in advance of the virtual Annual Meeting? | 7 |
| How do I participate in the virtual Annual Meeting? | 8 |
| Corporate Governance | 9 |
| Corporate Governance Practices | 9 |
| Board Independence | 10 |
| Board Leadership Structure | 10 |
| Board Meeting Attendance and Director Communications | 11 |
| Board Committees and Responsibilities | 12 |
| Identification and Evaluation of Director Nominees | 15 |
| Board’s Role in Risk Oversight | 16 |
| Annual Board Evaluation Process | 19 |
| Compensation of Directors | 19 |
| Director Stock Ownership Requirement | 21 |
| Director Nominees | 22 |
| Board Composition | 22 |
| Director Experience and Qualifications | 23 |
| Biographies of Our Director Nominees | 24 |
| A Letter from Our Compensation Committee | 37 |
| Compensation Discussion and Analysis | 39 |
| Named Executive Officers | 39 |
| Executive Summary | 39 |
| Stockholder Engagement, Board Actions and Program Evolution | 43 |
| Compensation Philosophy and Practices | 45 |
| Executive Compensation Governance Practices and Policies | 46 |
| Compensation Elements for Named Executive Officers | 47 |
| Executive Compensation Decision-Making Process | 48 |
| Fiscal 2026 Compensation for Named Executive Officers | 50 |
| Summary Information on Fiscal 2027 NEO Compensation Decisions | 66 |
| Other Compensation Policies | 68 |
| Post-Employment Compensation | 70 |
| Tax and Accounting Considerations | 71 |
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| Compensation Risk Assessment | 72 |
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| Compensation Tables | 73 |
| Summary Compensation Table | 73 |
| Grants of Plan-Based Awards Table | 76 |
| Outstanding Equity Awards at Fiscal 2026 Year-End Table | 79 |
| Option Exercises and Stock Vested Table | 84 |
| Employment Contracts and Certain Transactions | 85 |
| Fiscal 2026 CEO Pay Ratio | 90 |
| Pay Versus Performance | 91 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 95 |
| Equity Compensation Plan Information | 98 |
| Committee Reports | 100 |
| Report of the Compensation Committee of the Board of Directors | 100 |
| Report of the Audit Committee of the Board of Directors | 100 |
| Proposals to be Voted on | 102 |
| Proposal 1 — Election of Directors | 103 |
| Proposal 2 — Approval of an Amendment and Restatement of the Company’s 2013 Equity Incentive Plan | 104 |
| Proposal 3 — Approval of an Amendment and Restatement of the Company’s 2004 Employee Stock Purchase Plan | 120 |
| Proposal 4 — Ratification of Appointment of Independent Auditor | 127 |
| Proposal 5 — Advisory Vote to Approve Named Executive Officer Compensation | 129 |
| Proposal 6 — Stockholder Proposal Requesting the Adoption of Cumulative Voting | 130 |
| Procedural Matters | 133 |
| General | 133 |
| Stockholders Entitled to Vote; Record Date | 133 |
| Quorum; Abstentions; Broker Non-Votes | 133 |
| Voting; Revocability of Proxies | 134 |
| Expenses of Solicitation | 135 |
| Procedure for Introducing Business or Director Nominations at Our 2026 Annual Meeting of Stockholders | 135 |
| Delivery of Proxy Materials | 136 |
| Transaction of Other Business | 137 |
| Appendix A: GAAP to Non-GAAP Financial Reconciliation | A-1 |
| Appendix B: Amended and Restated 2013 Equity Incentive Plan | B-1 |
| Appendix C: Amended and Restated 2004 Employee Stock Purchase Plan | C-1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.