(Address of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (408) 536-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
Election of New Director and Non-Employee Director Compensation
On April 12, 2018, the Board of Directors (the “Board”) of Adobe Systems Incorporated (“Adobe” or the “Company”) appointed David A. Ricks to the Board immediately after Adobe’s 2018 Annual Meeting of Stockholders (“Annual Meeting”). This appointment was made to fill a vacancy created by an increase in the size of the Board from ten to eleven members. Mr. Ricks will serve a term of office expiring at Adobe’s 2019 Annual Meeting of Stockholders. Mr. Ricks was also appointed to the Executive Compensation Committee of the Board.
There is no arrangement or understanding between Mr. Ricks and any other persons pursuant to which he
was selected as a director. Since the beginning of our last fiscal year through the date hereof, there have been no transactions with Adobe, and there are currently no proposed transactions with Adobe in which the amount involved exceeds $120,000 and in which Mr. Ricks had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Ricks will receive cash and equity compensation in accordance with Adobe's FY ’18 Non-Employee Director Compensation Policy, which is incorporated herein by reference. In connection with his compensation, Mr. Ricks was granted an initial award of 1,177 restricted stock units on April 13, 2018. Additional information regarding Adobe’s compensation programs for the members of its
Board is contained in Adobe’s Definitive Proxy Statement filed on March 2, 2018 (the “Proxy Statement”).
(e) Amendment and Restatement of 2003 Equity Incentive Plan
On April 12,
2018, at the Annual Meeting of the Company, the Company’s stockholders approved the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “2003 Plan”) as amended to increase the available share reserve by 7.5 million shares as described in our Proxy Statement. The amended 2003 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board.
A summary of the amended 2003 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the amended 2003 Plan, which is filed as Exhibit 10.2
hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on April 12, 2018, the Company’s stockholders approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
1. Elect ten members of the Board of Directors,
each to serve for a one-year term:
Votes
Votes
Broker
Name
For
Against
Abstentions
Non-Votes
Amy
Banse
390,577,597
2,470,728
401,964
44,011,165
Edward Barnholt
384,392,798
8,755,976
301,515
44,011,165
Robert
Burgess
385,139,968
7,985,108
325,213
44,011,165
Frank Calderoni
392,169,946
854,776
425,567
44,011,165
James
Daley
361,925,557
25,478,606
6,046,126
44,011,165
Laura Desmond
390,848,810
2,339,706
261,773
44,011,165
Charles
Geschke
385,382,901
7,780,421
286,967
44,011,165
Shantanu Narayen
377,566,037
13,239,227
2,645,025
44,011,165
Daniel
Rosensweig
377,765,557
15,407,762
276,970
44,011,165
John Warnock
386,299,127
6,868,501
282,661
44,011,165
2.
Approve the Adobe Systems Incorporated 2003 Equity Incentive Plan to increase the available share reserve by 7.5 million shares.
Votes For
Votes Against
Abstentions
Broker Non-Votes
368,572,210
24,367,506
510,573
44,011,165
3.
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 30, 2018.
Votes For
Votes Against
Abstentions
Broker Non-Votes
428,545,186
8,508,219
408,049
—
4.
Approve, on an advisory basis, the compensation of our named executive officers.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.