SALESFORCE INC (CRM)
Sector: Information Technology
2026 Annual Meeting Analysis
SALESFORCE INC · Meeting: May 28, 2026
Directors FOR
5
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Benioff has served since 1999 and Salesforce's stock has fallen roughly 3.4% over three years while the company's own peer group gained a median of 48.4% — a gap of about 52 percentage points, well above the 20-point threshold that triggers a vote against; the 5-year record is similarly poor (CRM -20.2% vs peer median +53.8%, a 74-point gap also exceeding the threshold), so no 5-year mitigant applies.
Alber has served since 2021, meaning her entire tenure overlaps with the period of significant stock underperformance versus peers; the 5-year relative gap also exceeds the applicable threshold, so no 5-year mitigant applies.
Conway has served since 2005 and his long tenure fully overlaps the three-year underperformance period; the 5-year record is equally poor (gap of 74 percentage points vs peers), so no 5-year mitigant applies.
Harris has served since 2018 as both a director and company executive; his entire tenure spans the period of severe stock underperformance versus peers, and the 5-year gap (74 percentage points) also exceeds the threshold, so no 5-year mitigant applies.
Kroes has served since 2016 and her tenure fully overlaps the three-year underperformance period; the 5-year gap versus peers (74 percentage points) also exceeds the applicable threshold, so no 5-year mitigant applies.
Munoz joined in 2022 and his tenure meaningfully overlaps the three-year underperformance period; the 5-year gap versus peers also exceeds the threshold, so no 5-year mitigant applies, and the Against vote is warranted.
Roos has served since 2013 and his entire tenure spans the period of severe underperformance relative to peers; the 5-year gap (74 percentage points) also exceeds the threshold, so no 5-year mitigant applies.
Washington has served as a director since 2013 — recently transitioning to an executive role — and her board tenure fully overlaps the three-year underperformance period; the 5-year gap (74 percentage points) also exceeds the threshold, so no 5-year mitigant applies.
For Analysis
Chang was appointed to the board in July 2025, fewer than 24 months before this meeting, so she is exempt from the stock-performance trigger under policy; she also brings relevant technology expertise with no overboarding or attendance concerns.
Donald joined the board in 2023, meaning his tenure covers less than the full three-year underperformance measurement period; policy calls for proportional treatment rather than an automatic Against vote for directors whose tenure covers less than half the underperformance period, and as a relatively recent addition he cannot be held fully accountable for prior-period performance.
Kirk was appointed in July 2025, fewer than 24 months before this meeting, so he is exempt from the stock-performance trigger under policy; he brings relevant AI and technology expertise with no other disqualifying factors.
Mehra joined in 2023, so his tenure covers less than the full three-year underperformance measurement window; policy calls for proportional treatment for directors in this situation, and as a relatively recent addition he cannot be held fully accountable for prior-period performance; he also meets financial expert requirements as a sitting CFO.
Morfit joined in early 2023, so his tenure covers less than the full three-year underperformance period; policy calls for proportional rather than automatic Against treatment here, and his appointment as an activist investor was specifically intended to drive the operational improvements that the board has since pursued.
Salesforce's stock has declined roughly 3.4% over the past three years while its own compensation peer group gained a median of 48.4% — a gap of about 52 percentage points, well above the 20-point policy threshold for negative-absolute-return situations. The 5-year picture is similarly poor (CRM -20.2% vs peer median +53.8%), so no 5-year mitigant softens the result. Directors whose tenures meaningfully overlap this underperformance period receive AGAINST votes; the two directors appointed in July 2025 (Chang and Kirk) are exempt under the 24-month new-director rule; and the three directors who joined in 2023 (Donald, Mehra, Morfit) receive FOR votes because their tenures cover less than the full underperformance window and policy calls for proportional rather than automatic Against treatment in such cases.
Say on Pay
✗ AGAINSTCEO
Marc Benioff
Total Comp
$55,074,656
Prior Support
77%%
CEO Marc Benioff received total compensation of approximately $55 million in fiscal 2026, which is significantly above what independent benchmarks would expect for a CEO at a large-cap technology company even accounting for Salesforce's scale; more critically, Salesforce's stock has lost about 3.4% over three years while the company's own hand-picked peer group gained a median of nearly 48% — a gap of roughly 52 percentage points — meaning shareholders suffered real losses while above-benchmark incentive pay was granted, which is precisely the pay-for-performance misalignment the policy is designed to flag. While the compensation committee made genuine structural improvements (100% performance-based CEO equity, removal of mega-cap peers from benchmarking, restraint on the strategic multiplier despite strong operational results, and a 17% reduction in target equity value), the absolute pay level remains very high and the three-year shareholder experience does not support above-benchmark variable compensation at this scale.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$30,492,000
Non-Audit Fees
$12,604,000
Ernst & Young's non-audit fees for fiscal 2026 (audit-related fees of $6,642,000 plus tax fees of $5,962,000 = $12,604,000) represent approximately 41.3% of audit fees ($30,492,000), which is below the 50% threshold that would trigger a concern about auditor independence; auditor tenure is not disclosed in the proxy so no tenure trigger fires; EY is a Big 4 firm appropriate for a company of Salesforce's size and complexity, and there are no disclosed material restatements.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 6
Stockholder Proposal Requesting the Adoption of Cumulative Voting for Director Elections
Cumulative voting allows a minority group of shareholders to concentrate votes on a single director candidate, which can be useful in extreme cases of board entrenchment but also risks allowing a small activist bloc to install a director opposed by the majority of shareholders; Salesforce already has majority voting in uncontested elections and proxy access rights on market terms (3% ownership for 3 years, up to 20% of board seats), which are the mainstream governance tools that meaningfully protect shareholder rights. Given the existing shareholder-friendly governance structure and the risk that cumulative voting could be used in ways that do not benefit the broader shareholder base, the proposal does not clear the bar for support.
Overall Assessment
The 2026 Salesforce annual meeting presents a challenging ballot driven primarily by severe and sustained stock underperformance: CRM has returned -3.4% over three years and -20.2% over five years while the company's own peer group gained a median of roughly 48% and 54% respectively, triggering Against votes for eight of thirteen director nominees (those whose tenures meaningfully overlap the underperformance period) and an Against on Say on Pay given the misalignment between above-benchmark CEO pay of $55 million and the shareholder experience. The auditor ratification passes cleanly on fees, and the cumulative voting stockholder proposal does not warrant support given Salesforce's existing majority voting and proxy access rights.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing