Salesforce Names Three Directors, Braces for Proxy Fight

Salesforce Inc.

CRM 0.80%

has appointed three new directors, including the finance chief of

Mastercard Inc.,

MA -0.24%

to its board as a potential proxy fight with activist investor Elliott Management Corp. looms.

The business-software maker said Friday morning that Mastercard CFO

Sachin Mehra,

ValueAct Capital Chief Executive

Mason Morfit

and

Arnold Donald,

the former president and chief executive of

Carnival Corp.

CCL 3.06%

, have been named independent directors, effective March 1.

The additions follow a report from The Wall Street Journal on Thursday that Elliott, which has taken a multibillion-dollar investment in Salesforce, is preparing to nominate its own slate of directors for the company.

The activist investor has been in talks with numerous executives in the tech industry and beyond, signaling that a proxy battle could be in the offing, though Elliott could still reach an agreement with the company before that happens, according to people familiar with the matter.

Salesforce also said Friday that directors

Sanford Robertson

and

Alan Hassenfeld

don’t intend to stand for re-election at Salesforce’s coming annual shareholder meeting.

The window for director nominations ahead of the shareholder meeting opens Feb. 12 and closes March 14.

Salesforce’s board additions come after the company said it would cut its workforce by 10% and reduce its office space to offset an unprecedented slowdown in growth. It is one of the more recent slate of executive changes for the company after the departure of co-CEO

Bret Taylor,

who is set to exit the role on Jan. 31.

Arnold Donald is former president and chief executive of Carnival Corp.

Photo:

Eva Marie Uzcategui/Bloomberg News

Write to Dean Seal at dean.seal@wsj.com

Sachin Mehra, chief financial officer of Mastercard Inc., was named an independent director at Salesforce Inc.

Arnold Donald is former president and chief executive of Carnival Corp.