Salesforce, Inc.
Shareholder Proposals
Item 6
Adopt cumulative voting for director elections by amending the Certificate of Incorporation and Bylaws and making conforming changes.
The proposal requests that the company adopt cumulative voting for director elections by amending its Certificate of Incorporation and Bylaws and making any additional conforming changes necessary under Delaware law. Under cumulative voting, shareholders may allocate all of their votes to one or more director nominees rather than casting one vote per share for each seat, which proponents say can enhance minority shareholder influence over Board composition. The submission’s supporting statement argues cumulative voting is a standard mechanism to increase shareholder rights and allow investors to concentrate votes on preferred nominees. If implemented, the bylaws and charter changes would be procedural and structural amendments to enable this voting method for future director elections.