In late 2022 and early 2023, five of the most aggressive activist investors in the world took simultaneous positions in Salesforce, Inc.: Starboard Value, Elliott Management, ValueAct Capital, Inclusive Capital, and Third Point.
The unprecedented pile-on produced two new directors and a public truce — and no structural governance reform. Marc Benioff retained his combined Chair/CEO role. The Salesforce board structure that admitted those appointments under pressure remains the structure of today.
This is why cumulative voting matters at Salesforce. National Legal and Policy Center, a Salesforce shareholder, has published an exempt solicitation urging fellow investors to vote FOR Proposal 6 at the Company’s May 28, 2026 annual meeting. The full Notice of Exempt Solicitation is being circulated to Salesforce investors as the proxy approaches.
The proposal calls on the Salesforce board to adopt cumulative voting for director elections — a structural reform that allows minority shareholders to aggregate their votes for individual candidates rather than spread them across an entire slate.
NLPC urges shareholders to vote NOW at www.proxyvote.com (you will need a control number or your account number). There is no reason to wait for May 28.
The post-truce results have vindicated the activists’ concerns about Salesforce’s governance, capital allocation, and operating discipline. Salesforce stock has fallen by roughly half from its all-time closing high of $364 in December 2024.
Wall Street has begun pricing in a “Death of SaaS” narrative — fears that AI agents will displace the per-seat licensing model Salesforce pioneered. Shares now rank among the worst performers in the Dow Jones Industrial Average year-to-date.
Salesforce has launched a $50 billion buyback program, including a $25 billion accelerated repurchase reportedly financed in part with debt. The market has not been reassured. Starboard’s Jeff Smith has confirmed an increased position in 2026 — a second activist cycle on the same governance structure that resisted the first.
The activists’ inability to extract structural reform reflects a deeper problem. Benioff has served as Chair, Chief Executive Officer, and co-founder since 1999. He has tried twice in seven years to share executive authority and watched both arrangements collapse.
Benioff’s broader public profile underscores the absence of internal check on his agenda. He serves as a Trustee of the World Economic Forum. He has stated that “capitalism, as we know it, is dead” in favor of a “stakeholder” model that subordinates shareholder primacy. The Salesforce board has accommodated each of these positions.
Keith Block was elevated to co-CEO in August 2018 and resigned in February 2020 after his “authority was constantly being undermined” and Benioff “had trouble letting go,” Business Insider reported. Bret Taylor was elevated in November 2021 and gone by January 2023 after a public showdown with the founder.
Within weeks of his departure, Taylor co-founded Sierra, an enterprise AI startup now reported as a direct competitor to Agentforce — the centerpiece of Salesforce’s own AI response. One trade publication describes the rivalry as “the agent war we should have seen coming.”
Cumulative voting addresses the structural problem the activists could not. The Securities and Exchange Commission notes that cumulative voting “helps strengthen the ability of minority shareholders to elect a director.” Institutional Shareholder Services recommends voting for cumulative voting proposals.
The reform allows shareholders to translate economic ownership into boardroom representation — without each escalation requiring a new multi-firm campaign and a multi-year public fight. It is a permanent governance solution to a recurring problem.
Investor appetite for board reform is rising. A 2025 Proxy Season in Review by Debevoise & Plimpton LLP, published on the Harvard Law School Forum on Corporate Governance, indicates that average shareholder support for governance-related proposals reached 51 percent in 2025, up from 36 percent in 2024.
The Salesforce board opposes Proposal 6 on grounds nearly identical to those advanced by other companies that have faced cumulative voting proposals — citing “market practice” and warning of “disproportionate representation.”
Market practice is not an argument; it is a description. And the warning about disproportion is striking at a company where one stockholder — the founder, Chair, and Chief Executive Officer — has shaped board composition for 27 years. Cumulative voting does not introduce disproportion into Salesforce’s governance. It offers other owners a mechanism to counterbalance the disproportion that already exists.
Three years of NLPC independent chair proposals at Salesforce did not move the board. Five of the world’s most aggressive activist firms organizing at once did not move it.
Cumulative voting can. NLPC urges Salesforce shareholders to read the full exempt solicitation and to vote FOR Proposal 6 — now, well before the May 28 annual meeting.
(Post references PX14A6G Notice of exempt solicitation)
