Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)



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  Definitive Proxy Statement
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  Soliciting Material Pursuant to §240.14a-12, inc.

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On May 2, 2018,, inc. (“Salesforce”) filed with the Securities and Exchange Commission its definitive proxy statement for the 2018 Annual Meeting of Stockholders to be held on June 12, 2018 (the “Proxy Statement”). This Amendment No. 1 is being filed to amend the Proxy Statement in order to correct an inadvertent computational error in the value realized by our named executive officers from the exercise of stock options in fiscal 2018 as reported in the Option Exercises and Stock Vested Table. Specifically, the amounts previously reported for each named executive officer were overstated because they did not account for the executive’s payment of the stock option exercise price.

Except as described below, this Amendment No. 1 does not modify or update any disclosures presented in the Proxy Statement. In addition, this Amendment No. 1 does not reflect events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events.


The “Option Exercises and Stock Vested Table” section on page 37 of the Proxy Statement is amended as follows:


The following table sets forth certain information concerning option exercises and the vesting of stock awards and the value realized upon exercise or vesting by the NEOs during fiscal 2018.




   Number of
Shares Acquired
on Exercise (#)
     Value Realized
on Exercise (1)
     Number of

on Vesting (#)
     Value Realized
on Vesting (2)

Marc Benioff

     1,300,000      $ 60,795,102        —          —    

Mark Hawkins

     277,453      $ 6,871,432        16,169      $ 1,574,722  

Keith Block

     660,000      $ 31,652,589        8,270      $ 883,484  

Parker Harris

     240,800      $ 13,031,388        20,709      $ 2,021,835  

Alexandre Dayon

     316,382      $ 15,351,464        28,454      $ 2,744,785  


(1) The value realized on exercise is pre-tax and represents the difference between the market price of the shares of our common stock underlying the options when exercised and the applicable exercise price, which is commonly referred to as the intrinsic value.
(2) The value realized on vesting is pre-tax and is determined by multiplying the number of vested restricted stock units by the closing price of the Company’s common stock on the vesting date.