(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))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment and Restatement of 2003 Equity Incentive Plan
On April 12, 2017, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Adobe Systems Incorporated (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 10 million shares as described in our definitive proxy statement
for the Annual Meeting filed with the Securities and Exchange Commission on March 3, 2017 (the “Proxy Statement”). The amended 2003 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board of Directors of the Company (the “Board of Directors”).
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 10.1 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, 2017, the Company’s stockholders approved the five 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
404,483,564
1,222,895
329,093
39,294,572
Edward Barnholt
399,527,679
5,253,282
1,254,591
39,294,572
Robert
Burgess
401,665,094
4,032,513
337,945
39,294,572
Frank Calderoni
404,089,996
1,610,950
334,606
39,294,572
James
Daley
398,309,136
7,388,490
337,926
39,294,572
Laura Desmond
404,112,612
1,619,822
303,118
39,294,572
Charles
Geschke
401,184,834
4,565,875
284,843
39,294,572
Shantanu Narayen
394,284,526
10,221,939
1,529,087
39,294,572
Daniel
Rosensweig
402,248,928
3,448,787
337,837
39,294,572
John Warnock
401,201,641
4,559,146
274,765
39,249,572
2.
Approve the Adobe Systems Incorporated 2003 Equity Incentive Plan to increase the available share reserve by 10 million shares.
Votes For
Votes Against
Abstentions
Broker Non-Votes
382,106,690
23,318,887
609,975
39,294,572
3.
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 1, 2017.
Votes For
Votes Against
Abstentions
Broker Non-Votes
438,747,660
6,120,619
461,845
—
4.
Approve, on an advisory basis, the compensation of our named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-Votes
387,501,443
17,683,571
850,538
39,294,572
5.
Approve, on an advisory basis, the frequency of the advisory vote on executive compensation.
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.