(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 9, 2015, at the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Adobe Systems Incorporated (the “Company”) approved an amendment of the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “2003 Plan”) 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 February 27, 2015 (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 9, 2015, 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 thirteen members of the Board of Directors, each to serve for a one-year term:
Votes
Votes
Broker
Name
For
Against
Abstentions
Non-Votes
Amy
L. Banse
407,644,849
1,467,947
1,129,018
38,219,673
Kelly J. Barlow
407,363,406
1,748,525
1,129,883
38,219,673
Edward
W. Barnholt
406,716,850
2,387,810
1,137,154
38,219,673
Robert K. Burgess
408,027,579
1,075,417
1,138,818
38,219,673
Frank
A. Calderoni
408,766,694
337,012
1,138,108
38,219,673
Michael R. Cannon
407,063,047
1,880,638
1,298,129
38,219,673
James
E. Daley
406,264,549
2,652,242
1,325,023
38,219,673
Laura B. Desmond
408,737,140
352,032
1,152,642
38,219,673
Charles
M. Geschke
406,635,521
2,575,246
1,031,047
38,219,673
Shantanu Narayen
408,098,206
1,109,953
1,033,655
38,219,673
Daniel
L. Rosensweig
406,169,139
2,941,780
1,130,895
38,219,673
Robert Sedgewick
405,778,906
3,412,120
1,050,788
38,219,673
John
E. Warnock
406,638,536
2,574,228
1,029,050
38,219,673
2. Approve the amendment of the Adobe Systems Incorporated 2003 Equity Incentive Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
369,542,244
39,386,410
1,313,160
38,219,673
3.
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 27, 2015.
Votes For
Votes Against
Abstentions
Broker Non-Votes
443,441,693
3,520,170
1,499,624
—
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.