Omitted at registrant’s option.
Index to Exhibits
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| Exhibit No. | | | | | | | | | | | | Provided Herewith | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Description | | | | | | Form | | | | | | SEC File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | |
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| 3.1 | | | | | | Restated Certificate of Incorporation of Salesforce, Inc. | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 3.1 | | | | | | 4/4/2022 | | |
| 3.2 | | | | | | Amended and Restated Bylaws of Salesforce, Inc. | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 3.1 | | | | | | 12/16/2022 | | |
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| 4.1 | | | | | | Specimen Common Stock Certificate | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 4.1 | | | | | | 6/1/2022 | | |
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| 4.2 | | | | | | Indenture, dated April 11, 2018, between the Registrant and U.S. Bank National Association, as trustee | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 4.1 | | | | | | 4/11/2018 | | |
| 4.3 | | | | | | First Supplemental Indenture, dated April 11, 2018, between the Registrant and U.S. Bank National Association, as trustee (including Forms of 2023 and 2028 Notes) | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 4.2 | | | | | | 4/11/2018 | | |
| 4.4 | | | | | | Second Supplemental Indenture, dated July 12, 2021, between the Registrant and U.S. Bank National Association, as trustee (including Forms of the 2024, 2031, 2041, 2051, 2061 and Sustainability Notes) | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 4.2 | | | | | | 7/12/2021 | | |
| 4.5 | | | | | | Indenture, dated April 9, 2020, between Slack Technologies, Inc. and U.S. Bank National Association, as trustee | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 4.1 | | | | | | 7/21/2021 | | |
| 4.6 | | | | | | First Supplemental Indenture, dated as of February 10, 2021, between Slack Technologies, Inc. and U.S. Bank National Association, as trustee | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 4.2 | | | | | | 7/21/2021 | | |
| 4.7 | | | | | | Second Supplemental Indenture, dated July 21, 2021, by and among Slack Technologies, Inc., the Registrant, Skyline Strategies II LLC and U.S. Bank National Association, as trustee | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 4.3 | | | | | | 7/21/2021 | | |
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| 4.8 | | | | | | Description of the Registrant’s Capital Stock | | | | | | | | | | | | 10-K | | | | | | 001-32224 | | | | | | 4.8 | | | | | | 3/8/2023 | | |
| 10.1* | | | | | | Salesforce, Inc. Amended and Restated 2013 Equity Incentive Plan | | | | | | | | | | | | S-8 | | | | | | 333-272599 | | | | | | 4.3 | | | | | | 6/12/2023 | | |
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| Exhibit No. | | | | | | | | | | | | Provided Herewith | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Description | | | | | | Form | | | | | | SEC File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | |
| 10.2* | | | | | | Salesforce, Inc. Amended and Restated 2004 Employee Stock Purchase Plan | | | | | | | | | | | | S-8 | | | | | | 333-265555 | | | | | | 4.4 | | | | | | 6/13/2022 | | |
| 10.3* | | | | | | Form of Indemnification Agreement between the Registrant and its officers and directors | | | | | | | | | | | | S-1/A | | | | | | 333-111289 | | | | | | 10.1 | | | | | | 4/20/2004 | | |
| 10.4* | | | | | | MetaMind, Inc. 2014 Stock Incentive Plan | | | | | | | | | | | | S-8 | | | | | | 333-211510 | | | | | | 4.1 | | | | | | 5/20/2016 | | |
| 10.5* | | | | | | 2014 Amended and Restated Inducement Equity Incentive Plan | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.3 | | | | | | 6/1/2022 | | |
| 10.6* | | | | | | Related forms of equity agreements under the Amended and Restated 2013 Equity Incentive Plan | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.4 | | | | | | 6/1/2022 | | |
| 10.7* | | | | | | Related forms of equity agreements under the Amended and Restated 2004 Employee Stock Purchase Plan | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.5 | | | | | | 6/1/2022 | | |
| 10.8* | | | | | | Related forms of equity agreements under the Amended and Restated 2014 Inducement Equity Incentive Plan | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.6 | | | | | | 6/1/2022 | | |
| 10.9* | | | | | | Amended and Restated Gratitude Bonus Plan | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.7 | | | | | | 6/1/2022 | | |
| 10.10* | | | | | | Traction Sales and Marketing Inc. Equity Incentive Plan | | | | | | | | | | | | S-8 | | | | | | 333-265557 | | | | | | 4.3 | | | | | | 6/13/2022 | | |
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| 10.11* | | | | | | Form of Performance-Based Restricted Stock Unit Agreement | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.1 | | | | | | 6/1/2023 | | |
| 10.12* | | | | | | Form of Change of Control and Retention Agreement as entered into with Marc Benioff | | | | | | | | | | | | 10-K | | | | | | 001-32224 | | | | | | 10.13 | | | | | | 3/9/2009 | | |
| 10.13* | | | | | | Form of Change of Control and Retention Agreement as entered into with Parker Harris | | | | | | | | | | | | 10-K | | | | | | 001-32224 | | | | | | 10.14 | | | | | | 3/9/2009 | | |
| 10.14* | | | | | | Form of Change of Control and Retention Agreement entered into with non-CEO Executive Officers after 2014 | | | | | | | | | | | | 10-K | | | | | | 001-32224 | | | | | | 10.16 | | | | | | 3/5/2020 | | |
| 10.15* | | | | | | Retention Agreement, dated February 10, 2021, between the Registrant and Brian Millham | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.2 | | | | | | 6/1/2023 | | |
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| 10.16* | | | | | | Aircraft Time Sharing Agreement, dated March 17, 2020, between the Registrant and Marc Benioff | | | | | | | | | | | | 10-K | | | | | | 001-32224 | | | | | | 10.17 | | | | | | 3/17/2021 | | |
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| 10.17* | | | | | | Non-Employee Director Compensation Program and related form of Director RSU Agreement | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 10.18 | | | | | | Office Lease, dated April 10, 2014, between the Registrant and Transbay Tower LLC | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.2 | | | | | | 5/30/2014 | | |
| 10.19 | | | | | | Purchase and Sale Agreement, dated November 10, 2014, between the Registrant and 50 Fremont Tower, LLC | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.2 | | | | | | 11/26/2014 | | |
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| 10.20 | | | | | | Credit Agreement, dated as of December 23, 2020, by and among the Registrant, the lenders and other parties party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender, as amended by Amendment No. 1, dated as of April 4, 2022, and Amendment No. 2, dated as of May 8, 2023. | | | | | | | | | | | | 10-Q | | | | | | 001-32224 | | | | | | 10.3 | | | | | | 6/1/2023 | | |
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| Exhibit No. | | | | | | | | | | | | Provided Herewith | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Description | | | | | | Form | | | | | | SEC File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | |
| 10.21 | | | | | | Credit Agreement, dated as of December 23, 2020, by and among the Registrant, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent. | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 10.2 | | | | | | 12/23/2020 | | |
| 10.22 | | | | | | Nomination and Cooperation Agreement between Salesforce, Inc. and ValueAct Capital Management L.P., dated January 27, 2023 | | | | | | | | | | | | 8-K | | | | | | 001-32224 | | | | | | 99.1 | | | | | | 1/27/2023 | | |
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| 21.1 | | | | | | List of Subsidiaries | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 23.1 | | | | | | Consent of Independent Registered Public Accounting Firm | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 24.1 | | | | | | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 31.1 | | | | | | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 31.2 | | | | | | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 32.1 | | | | | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 97.01 | | | | | | Executive Officer Incentive Compensation Recovery Policy | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101.INS | | | | | | Inline XBRL Instance Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101.SCH | | | | | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101.CAL | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101.DEF | | | | | | Inline XBRL Extension Definition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101.LAB | | | | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101.PRE | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 104 | | | | | | The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| * | | | Indicates a management contract or compensatory plan or arrangement. | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Dated: March 6, 2024 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Salesforce, Inc. | | | | | | | | |
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| | | | | | | | | | | | By: | | | | | | /s/ AMY WEAVER | | |
| | | | | | | | | | | | | | | | | | Amy Weaver | | |
| | | | | | | | | | | | | | | | | | President and Chief Financial Officer (Principal Financial Officer) | | |
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| Dated: March 6, 2024 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Salesforce, Inc. | | | | | | | | |
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| | | | | | | | | | | | By: | | | | | | /s/ SUNDEEP REDDY | | |
| | | | | | | | | | | | | | | | | | Sundeep Reddy | | |
| | | | | | | | | | | | | | | | | | Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) | | |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Marc Benioff, Amy Weaver, Sundeep Reddy and Sabastian Niles, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | | | | | Title | | | | | | Date | | |
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| /s/ Marc Benioff | | | | | | Chair of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | March 6, 2024 | | |
| Marc Benioff | | | | | | | | | | | | | | |
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| /s/ Amy Weaver | | | | | | President and Chief Financial Officer (Principal Financial Officer) | | | | | | March 6, 2024 | | |
| Amy Weaver | | | | | | | | | | | | | | |
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| /s/ Sundeep Reddy | | | | | | Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | March 6, 2024 | | |
| Sundeep Reddy | | | | | | | | | | | | | | |
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| /s/ Laura Alber | | | | | | Director | | | | | | March 6, 2024 | | |
| Laura Alber | | | | | | | | | | | | | | |
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| /s/ Craig Conway | | | | | | Director | | | | | | March 6, 2024 | | |
| Craig Conway | | | | | | | | | | | | | | |
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| /s/ Arnold Donald | | | | | | Director | | | | | | March 6, 2024 | | |
| Arnold Donald | | | | | | | | | | | | | | |
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| /s/ Parker Harris | | | | | | Director, Co-Founder | | | | | | March 6, 2024 | | |
| Parker Harris | | | | | | | | | | | | | | |
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| /s/ Neelie Kroes | | | | | | Director | | | | | | March 6, 2024 | | |
| Neelie Kroes | | | | | | | | | | | | | | |
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| /s/ Sachin Mehra | | | | | | Director | | | | | | March 6, 2024 | | |
| Sachin Mehra | | | | | | | | | | | | | | |
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| /s/ Mason Morfit | | | | | | Director | | | | | | March 6, 2024 | | |
| Mason Morfit | | | | | | | | | | | | | | |
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| /s/ Oscar Munoz | | | | | | Director | | | | | | March 6, 2024 | | |
| Oscar Munoz | | | | | | | | | | | | | | |
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| /s/ John V. Roos | | | | | | Director | | | | | | March 6, 2024 | | |
| John V. Roos | | | | | | | | | | | | | | |
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| /s/ Robin L. Washington | | | | | | Director | | | | | | March 6, 2024 | | |
| Robin L. Washington | | | | | | | | | | | | | | |
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| /s/ Maynard Webb | | | | | | Director | | | | | | March 6, 2024 | | |
| Maynard Webb | | | | | | | | | | | | | | |
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| /s/ Susan Wojcicki | | | | | | Director | | | | | | March 6, 2024 | | |
| Susan Wojcicki | | | | | | | | | | | | | | |