Salesforce.com 2007 Annual Report Download - page 32

Table of Contents
Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of
control of our company or changes in our management and, therefore, depress the trading price of our common stock.
Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting
to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem
advantageous. These provisions among other things:
• establish a classified board of directors so that not all members of our board are elected at one time;
• permit the board of directors to establish the number of directors;
• provide that directors may only be removed "for cause" and only with the approval of 66 2/3 percent of our stockholders;
• require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;
• authorize the issuance of "blank check" preferred stock that our board could use to implement stockholder rights (also known as a "poison pill");
• eliminate the ability of our stockholders to call special meetings of stockholders;
• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
• provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
• establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at
stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section 203
imposes certain restrictions on merger, business combinations and other transactions between us and holders of 15 percent or more of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our executive offices and principal office for domestic marketing, sales, professional services and development occupy approximately 290,000 square
feet in San Francisco, California under leases that expire at various times through November 2017. We also lease space in various locations throughout the
United States for local sales and professional services personnel. Our foreign subsidiaries lease office space for their operations including local sales and
professional services personnel.
We believe that our existing facilities and offices are adequate to meet our requirements for the foreseeable future. See Note 8, "Commitments and
Contingencies," in the Notes to the Consolidated Financial Statements for more information about our lease commitments. If we require additional space, we
believe that we will be able to obtain such space on acceptable, commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS
On May 31, 2007, a complaint was filed in the United States District Court for the Eastern District of Texas titled Triton IP, LLC v. salesforce.com,
inc., alleging infringement of a patent held by Triton IP, LLP. In
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