salesforce.com, Inc. (NYSE:CRM)
Special Meeting of Stockholders Conference Transcript
March 20, 2013 5:00 PM ET
Burke Norton - Executive Vice President and Chief Legal Officer
Aaron Alter - Wilson Sonsini Goodrich & Rosati, Outside Council
Lisa Brenten - Computershare, Inspector of Elections
Okay. Sorry for the technical difficulty. Good afternoon. I’m Burke Norton, Executive Vice President and Chief Legal Officer of salesforce.com. It’s my pleasure to extend you a warm welcome and express our appreciation to you for attending this meeting.
I also like to welcome our stockholders who are listening to the webcast of this event. Also present is Aaron Alter of Wilson Sonsini Goodrich & Rosati, our outside Council. I will act as Secretary of this meeting.
The Board of Directors has appointed Lisa Brenten, the representative of our transfer agent Computershare to act as Inspector of Elections. Ms. Brenten has previously taken oath as Inspector of Elections. The oath will be filed with the minutes of this meeting.
Almost all of our stockholders have already voted their proxies. If you have any proxies to be counted, please raise your hand now, so Ms. Brenten can pick them up. Thank you. All proxies will be voted as directed by each stockholders more fully described in the proxy statement.
If you have voted by proxy, you do not need to take any further action today. 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.
At the outset, let me say that this meeting will be conducted in accordance with the agenda and the rules of procedure. Copies of both 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.
I will now present the affidavit of mailing of the notice of meeting and report on existence of a quorum for the meeting.
The Board of Directors set February 8, 2013 as the date of record for the stockholders meeting. As of the close of business on February 8, 2013, there were 146,447,214 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 share of common stock held by such stockholder.
We have at this meeting a list of record stockholders as of that record date and this list has been previously made available at the company’s headquarters for inspection by stockholders.
I hereby present the affidavit of mailing of our transfer agent which states that the notice of meeting and accompanying proxy materials were mailed on or about February 11, 2013 to stockholders of record as of the record date.
I have been advised by the Inspector of Elections that the majority of the company's issued and outstanding shares entitled to vote at this meeting 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.
I direct that the affidavit of mailing be made part of the minutes of this meeting. On the basis of the report, I find that proper notice has been given and the quorum is present, accordingly this meeting has been properly convened. We may now proceed to transact the business for which this meeting has been called.
As noted in the proxy statement, the sole matter being submitted to stockholders for action is the approval of the amendment and reinstatement of the Amended and Restated Certificate of Incorporation of the company. To increase the authorized share capital of the company from 405 million shares to 1,605 million shares.
The affirmative vote of at least a majority of the shares is present in person or represented by proxy is required to approve such proposal. The Board has recommended to vote in favor of this proposal.
Is there any discussion with respect to resolution regarding amending and restating the company’s certificate of incorporation noted to increase the authorized share capital of the company?
Because no further business is scheduled to come before the stockholders, I declare the polls for the sole matter to be voted on this meeting open at 2:12 p.m., today, March 20, 2013 and direct that a vote of the stockholders be taken on the matters previously discussed.
Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on February 8, 2013. Proxies were previously distributed and collected from those of you who requested them earlier.
We now have all the proxies. So, I hereby declare the polls for the matter voted upon this meeting closed at 2:13 p.m. today, March 20, 2013 and direct the Inspector of Election to collect and tabulate the ballots.
All ballots have now been tabulated. I've been advised by the Inspector of Elections that a majority of the shares present in person or represented by proxy have voted in favor of the amendment and restatement of the Amended and Restated Certificate of Incorporation of the company to increase the authorized share capital of the company from 405 million shares to 1,605 million shares, and that accordingly the amendment and restatement of the Amended and Restated Certificate of Incorporation of the company have been approved.
The Inspector of Elections will furnish to me a written report of the final vote count with respect to the matters voted on today, which I will include in the minutes of this meeting. We will be filing the amendment with the State of Delaware shortly, and we will report the results of this meeting in our reports filed with the SEC. And results will also be available for inspection at the company's headquarters, starting tomorrow.
As there is no further business to come before this meeting, I note that this meeting is adjourned. Thank you all for attending today’s meeting and your continuing support at salesforce.com.
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