(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 11, 2013, at the Company’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Adobe Systems Incorporated (the “Company”) approved an amendment and restatement of the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “2003 Plan”) to increase the available share reserve by 17.5 million shares, increase the aggregate
stock award and performance share limits, approve new performance measures and an adjustment, and make other modifications as described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 1, 2013 (the “Proxy Statement”). The amended and restated 2003 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board of Directors”).
A summary of the amended and restated 2003 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment and restatement are qualified in their entirety by reference to the text of the
amended and restated 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 11, 2013, 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
401,918,586
5,748,279
851,840
42,305,294
Kelly J. Barlow
401,868,072
5,794,768
855,865
42,305,294
Edward
W. Barnholt
391,141,251
16,516,969
860,485
42,305,294
Robert K. Burgess
405,420,118
2,274,935
823,652
42,305,294
Frank
A. Calderoni
405,945,609
1,711,761
861,335
42,305,294
Michael R. Cannon
406,110,052
1,550,966
857,687
42,305,294
James
E. Daley
404,654,720
3,004,528
859,457
42,305,294
Laura B. Desmond
406,274,615
1,395,695
848,395
42,305,294
Charles
M. Geschke
404,872,904
2,877,866
767,935
42,305,294
Shantanu Narayen
405,964,099
1,776,070
778,536
42,305,294
Daniel
L. Rosensweig
376,635,486
31,026,210
857,009
42,305,294
Robert Sedgewick
389,552,277
18,108,963
857,465
42,305,294
John
E. Warnock
404,357,352
2,742,344
1,419,009
42,305,294
2. Approve the amendment and restatement
of the Adobe Systems Incorporated 2003 Equity Incentive Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
356,502,841
50,884,248
1,131,616
42,305,294
3.
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 29, 2013.
Votes For
Votes Against
Abstentions
Broker Non-Votes
444,685,071
4,638,506
1,500,422
—
4.
Approve, on an advisory basis, the compensation of our named executive officers.
2003
Equity Incentive Plan, as amended and restated
X
SIGNATURES
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.