The shareholders of Salesforce voted against the compensation plan for CEO Marc Benioff at the recent annual general meeting. They followed the recommendation of two major shareholder advisory firms, Glass Lewis and Institutional Shareholder Services. As indicated in a filing with the U.S. Securities and Exchange Commission (SEC) from Monday, the shareholders rejected the plan despite the board urging them to approve it.

At the general meeting, which already took place last Thursday, 339.3 million shareholders voted for the compensation plan and 404.8 million against it. However, this vote is not binding.

In fiscal year 2024, which ended on January 31, 2024, CEO Marc Benioff received an unchanged base salary of $1.55 million. This was supplemented by stock and option allocations as well as non-stock-based compensation based on incentive plans. In total, Benioff earned $39.6 million for the completed fiscal year, a significant increase compared to the previous year when he received $29.9 million.

In the first fiscal quarter of 2024, Benioff received a long-term stock award with a target value of 15 million USD, and at the end of the fiscal year in January, a second award with a target value of 20 million USD. These awards were granted in recognition of the "successful transformation measures and the company's strong financial performance.

In February, Salesforce exceeded expectations for the fourth quarter of the fiscal year 2024 and announced new AI tools. CEO Benioff described the company's own AI model Einstein as a "world-class AI model" and saw Salesforce well-positioned in the AI sector.

The figures for the first quarter of 2025, which were published in May, were disappointing. In particular, the company's outlook disappointed investors, leading to one of the largest single-day losses in Salesforce's stock history, which fell by nearly 20 percent. The rejection of the compensation plan by shareholders could be seen as a reaction to these disappointing results.

Glass Lewis and Institutional Shareholder Services primarily criticized the substantial stock allocations to Marc Benioff as unjustified. Glass Lewis wrote that "shareholders might be wary given the considerable discretionary equity awards" that Benioff received in January. There is "no fully convincing rationale" for these allocations.

Salesforce has not yet commented on the failed vote. However, the SEC document stated that the company's compensation committee values the opinions of shareholders and will take the voting result into consideration for future executive compensation decisions. Since the vote was not binding, Benioff is likely to retain his previously received compensation.

At the NYSE, Salesforce stock lost 0.53 percent on Monday to $254.85, but recovered by 0.46 percent on Tuesday to $257.40. Since the beginning of the year, Salesforce stock has already lost 2.20 percent in value.