What To Expect From Salesforce’s Annual Shareholder Meeting Thursday

Salesforce (CRM) is set to hold its annual shareholder meeting on Thursday, with investors voting on executive compensation, board reelection, employee incentive plan reinstatement, and activist investor proposals.

The meeting could also provide company leaders an opportunity to reassure Salesforce investors about its potential to gain in the artificial intelligence (AI) era amid concerns about slowing growth amid a challenging macro environment for the customer relationship management provider.

Voting on CEO Marc Benioff’s Pay

Shareholders will vote on the compensation packages for Salesforce executives, including CEO Marc Benioff.

The company reported that Benioff earned $39.65 million in total compensation for fiscal 2024, a more than 32% jump from his pay in the 2023 fiscal year. The CEO is the highest earner of Salesforce executives, followed by COO Brian Millham, who received more than $16.4 million in compensation.

The Salesforce vote will take place weeks after Tesla (TSLA) shareholders approved CEO Elon Musk’s nearly $56 billion compensation package, which brought executive pay into focus.

Approving Board Reelection, Employee Incentive Plan, and More

The board’s 13 current directors are up for reelection, including Benioff.

There will also be a vote to restate an amended equity incentive plan that was first adopted in 2013 to increase the number of shares reserved for issuance by 36 million shares and extend the plan term. The company reported that as of the end of March, approximately 94% of all outstanding equity awards were held by employees outside of executive officers or directors.

Investors will vote to approve an amendment to update liability exculpation for some officers in accordance with recent changes in law in Delaware, where the company is incorporated.

Activist Investors

There are three stockholder proposals from activist investors for the meeting, according to the proxy statement filed with the Securities and Exchange Commission (SEC).

The National Legal and Policy Center, a conservative non-profit, proposed a requirement that two separate people serve as chair and CEO, two positions currently held by Benioff.

The group also requested a board evaluation report within the next year to evaluate “how the Company oversees risks related to denying or restricting service to users or customers – due to their viewpoints being classified as ‘hate speech,’ ‘misinformation’ or other related terms” and “how such risks impact both the Company’s business and the constitutionally protected civil rights of users or customers.”

Investor John Chevedden introduced the adoption of “a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.”

Shareholders will vote to approve or reject the proposals with the company advising a vote against all three. Benioff and Salesforce have often faced scrutiny from activist investors.

Potential AI Update Amid Looming Growth Concerns

After Salesforce reported revenue for the first quarter of fiscal 2025 that missed expectations and offered weaker-than-expected guidance, analysts highlighted concerns about slowing growth during a challenging macro environment for software providers.

The company has recently doubled down with its focus on AI as a growth opportunity, announcing in early June plans to open its first AI center in London. Salesforce says it is well-positioned to gain in the AI era. Company leaders could use the meeting to ease investor worries around slowing growth and highlight AI opportunities.

Salesforce shares have declined 8% since the start of the year.