Salesforce (CRM) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 2 seeks approval to amend and restate the 2013 Equity Incentive Plan, adding 34 million shares to the reserve and making administrative amendments.

• ISS recommends voting against Proposal 2 due to its Equity Plan Scorecard model, while Glass Lewis supports it.

• The board recommends a vote FOR Proposal 2, citing strategic needs and alignment with shareholder interests.

Executive compensation and say-on-pay

• Equity compensation is emphasized as critical for attracting and retaining talent in the AI and cloud computing sectors.

• 96% of equity awards in fiscal 2026 were granted to non-executive employees, supporting broad-based participation.

Board of directors and corporate governance

• The 2013 Plan and equity compensation programs are described as reflecting responsible corporate governance practices.