Salesforce.com 2005 Annual Report Download - page 32

Table of Contents
On August 6, 2004, a shareholder derivative action was filed in the Superior Court of the State of California, San Francisco County, entitled Borrelli v.
Benioff, et al., against the Company's Chief Executive Officer, its Chief Financial Officer and members of its Board of Directors alleging breach of fiduciary
duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment under state common law. Subsequently, a substantially similar
complaint was filed in the same court based on the same facts and allegations, entitled Johnson v. Benioff, et al. The two actions were consolidated under the
caption Borrelli v. Benioff, Case No. CGC-04-433615 (Cal. Super. Ct., S.F. Cty.). On October 5, 2004, plaintiffs filed a consolidated complaint, which is
based upon the same facts and circumstances as alleged in the shareholder class action discussed above, and asserts that the defendants breached their
fiduciary duties by making or failing to prevent salesforce.com, inc. and its management from making statements or omissions that potentially subject the
Company to liability and injury to its reputation. The action seeks damages on behalf of salesforce.com in an unspecified amount, among other forms of legal
and equitable relief. salesforce.com is named solely as a nominal defendant against which no recovery is sought. The plaintiff shareholders made no demand
upon the Board of Directors prior to filing these actions. The deadline for defendants to respond to the consolidated complaint has been extended repeatedly
by agreement of the parties, and is now set for June 15, 2006. During this time, no discovery or other proceedings have occurred in this case. The derivative
action is still in the preliminary stages, and it is not possible for the Company to quantify the extent of potential liability to the individual defendants, if any.
Management does not believe that the lawsuits have any merit and intends to defend the actions vigorously.
Additionally, we are involved in various legal proceedings arising from the normal course of business activities. In our opinion, resolution of these
matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or our financial position. However, depending
on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect our future results of operations, cash flows or
financial position in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2006.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information as of January 31, 2006 regarding our executive officers:
Name
Age
Position
Marc Benioff 41 Chairman of the Board of Directors and Chief Executive Officer
Jim Steele 50 President, Worldwide Sales and Distribution
Steve Cakebread 54 Chief Financial Officer
Parker Harris 39 Executive Vice President, Technology
Kenneth Juster 51 Executive Vice President, Law, Policy and Corporate Strategy
John Freeland 52 President, Worldwide Operations
Jim Cavalieri 36 Chief Security & Risk Officer
David Moellenhoff 36 Chief Technology Officer
David Schellhase 42 Senior Vice President and General Counsel
Marc Benioff co-founded salesforce.com in February 1999 and has served as Chairman of the Board of Directors since inception. He has served as
Chief Executive Officer since November 2001. From 1986 to 1999, Mr. Benioff was employed at Oracle Corporation where he held a number of positions in
sales, marketing and product development, lastly as a Senior Vice President. Mr. Benioff also serves as Chairman of the Board of Directors of the
salesforce.com/foundation. Mr. Benioff received a Bachelor of Science in Business Administration (B.S.B.A.) from the University of Southern California.
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