(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.
(e)
2019 Equity Incentive Plan
On April 11, 2019, at the Annual Meeting of the Company, the Company’s stockholders approved the Adobe Inc. 2019 Equity Incentive Plan (the “2019 Plan”), as described in our Proxy Statement, to replace the Adobe Systems Incorporated 2003 Equity Incentive Plan, as amended. The 2019 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board.
A summary of the 2019 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2019
Plan are qualified in their entirety by reference to the text of the 2019 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, 2019, the Company’s stockholders approved proposals one through four listed below and did not approve proposal five, a stockholder proposal regarding a median gender pay report. 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 eleven 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
387,920,675
2,217,526
488,837
47,226,117
Frank Calderoni
298,358,695
91,758,888
509,455
47,226,117
James
Daley
367,397,537
17,006,119
6,223,382
47,226,117
Laura Desmond
389,521,492
704,529
4,011,017
47,226,117
Charles
Geschke
385,854,441
4,387,560
385,037
47,226,117
Shantanu Narayen
373,172,310
15,216,203
2,238,525
47,226,117
Kathleen
Oberg
389,883,374
341,493
402,171
47,226,117
Dheeraj Pandey
388,360,778
1,846,037
420,223
47,226,117
David
Ricks
350,894,766
39,216,319
515,953
47,226,117
Daniel Rosensweig
388,052,105
2,163,210
411,723
47,226,117
John
Warnock
385,839,440
4,417,326
370,272
47,226,117
2. Approve a new 2019 Equity Incentive Plan to replace our 2003 Equity Incentive Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
361,720,920
28,466,459
439,659
47,226,117
3.
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 29, 2019.
Votes For
Votes Against
Abstentions
Broker Non-Votes
424,399,922
12,925,780
527,453
—
4.
Approve, on an advisory basis, the compensation of our named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-Votes
365,644,901
24,243,840
738,297
47,226,117
1
5. Consider
and vote upon a stockholder proposal regarding a median gender pay report.
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.