Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 18K
2: EX-10.1 Material Contract HTML 14K
3: EX-99.1 Miscellaneous Exhibit HTML 11K
4: EX-99.2 Miscellaneous Exhibit HTML 9K
(Address of principal executive offices and zip code)
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536-6000
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(Former name or former address, if changed since last report)
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Emerging growth company □
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On January 22, 2019, the Board of Directors (the “Board”)
of Adobe Inc. (“Adobe” or the “Company”) appointed Kathleen (“Leeny”) Oberg and Dheeraj Pandey to the Board. These appointments were made to fill vacancies created by an increase in the size of the Board from eleven to thirteen members. Ms. Oberg and Mr. Pandey will each serve a term of office expiring at Adobe’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Oberg and Mr. Pandey were also appointed to the Audit Committee of the Board.
There is no arrangement or understanding between either Ms. Oberg or Mr. Pandey, respectively, and any other persons pursuant to which either of them were 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 either Ms. Oberg or Mr. Pandey had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
As non-employee directors, Ms. Oberg and Mr. Pandey will receive cash and equity compensation in accordance with Adobe’s FY ’19 and FY ’20 Non-Employee Director Compensation Policy, which is filed herewith and is incorporated herein by reference. In connection with their compensation, Ms. Oberg and Mr. Pandey were each granted an initial award of 267 restricted stock units on January 22, 2019. 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”).
On January 17, 2019, Edward Barnholt and Robert Burgess informed the Board of their decisions not to stand for re-election to Adobe’s Board of Directors at the Annual Meeting. Messrs. Barnholt and Burgess will continue to serve as directors until the Annual Meeting, at which time the Board will be reduced in size to eleven
members.
On January 24, 2019, Adobe announced that Brad Rencher is stepping down from his position as Executive Vice President and General Manager, Digital Experience, effective March 1, 2019. A copy of the press release is furnished and attached hereto as Exhibit 99.2.
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.