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Salesforce.com Inc. (CRM)
2013 Annual Stockholders Meeting Call
June 6, 2013 5:00 PM ET
Marc Benioff - Chairman and CEO
Burke Norton - EVP and Chief Legal Officer
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And Burke Norton, there he is, he also a sign in front of his name, there, he’s our Chief Legal Officer of the company and he’s going to act as Secretary. And I’m pleased to introduce you to our directors who are sitting here in the front row, they include Craig Conway, Alan Hassenfeld, Craig Ramsey, Sandy Robertson, Stratton Sclavos, Larry Tomlinson, Maynard Webb and also Shirley Young. There are also several other company officers in place in the audience. So if you’re a company officer in play, can you stand up and be recognized? Okay, thank you.
Also present is Craig Smith of Ernst & Young, right there, our Independent Registered Public Accounting Firm and Erin Alter, our Outside Counselor. And Burke is now going to present the affidavit of the meeting and the notice of meeting.
Great, thank you Mark. At the outset, let me say that this meeting will be conducted in accordance with the agenda and rules and procedure. Copies of these documents have been distributed to you. If you don’t have a copy please raise your hand now and a copy will be provided. Great.
We have appointed Lisa Brenten, representative of our Transfer Agent Computershare to act as Inspector of Elections. Miss Brenten has previously taken her oath as Inspector of Elections and her oath will be filed with the minutes of this meeting.
Almost all of our stockholders have already voted. If you have any completed ballots or proxies to be counted, please raise your hand now, so Miss Brenten can pick them up. Thank you.
All votes will be counted as directed by each stockholder as more fully described in the proxy statement. If you have already voted, you do not need to take any further action at this time. If you did not turn in a proxy or wish to vote in person or revoke a prior dated proxy, please raise your hand now and a ballot will be brought to you.
The Board of Directors set May 6, 2013 as the date of record for the Stockholders Meeting. As of the close of business on May 6, 2013, there were 589,934,820 shares of common stock of the company outstanding and no shares of preferred stock of the company outstanding. Each stockholder of record is entitled to one vote for each year of common stock held by such stockholder. We have at this meeting a list of record stockholders as of their record date and this list has been previously available to company’s headquarters for inspection by stockholders.
I have with me the affidavit of mailing of our transfer agent, which states that the notice of meeting and the company and proxy materials and Annual Report were mailed on or about May 8, 2013, to stockholders of record as of the record date. I have been advised by the Inspector of Elections that a majority of the company’s issued and outstanding shares entitled to vote is represented in person or by proxy at today’s meeting and therefore a quorum is present and the business of this meeting can be conducted.
Well, thank you, Burke. The report of the Secretary on the existence of a quorum is accepted. And I direct the affidavit of mailing be made part of the minutes of the meeting. And on the basis of the Secretary’s report, I found that proper notice has been given and that a quorum is present, accordingly this meeting has been properly convened. And we may now proceed to transact the business for which this meeting has been called.
Burke, were there any stockholder nominations or proposals for business for this meeting properly filed with the Corporate Secretary that were not included in the company’s proxy statement?
No, they were not. Since new stockholder nominations or additional proposals were properly filed with the Corporate Secretary in advance of this meeting, the business of this meeting is limited to the five matters set forth in the company’s proxy statement for this meeting.
The first item of business today the election of directors, three class-three directors are to be elected in today’s meeting. The votes cast for each of the three nominee’s election must exceed the votes cast against such nominee’s election in order to be elected as directors.
The directors elected today, each will serve either a one-year term or a three-year term depending on the outcome of the board declassification proposal. As set forth in the company’s proxy statement, the Board of Directors has nominated Stratton Sclavos, Larry Tomlinson and Shirley Young.
The second matter submitted to stockholders for action is the approval of the amendment and restatement of the amended and restated certificate of incorporation of the company to eliminate the classified board structure and provide for the annual election of directors. The affirmative vote of at least 66 and two thirds percent of the voting power of all of the then outstanding shares of the capital stock of the company, entitled to vote in this meeting required for the approval of this proposal. The board has recommended a vote in favor of this proposal.