Current Report — Form 8-K Filing Table of Contents
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(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(i408) i536-6000
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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iCommon Stock,
$0.0001 par value per share
iADBE
iNASDAQ
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 i☐
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)Amendment and Restatement of 2019 Equity Incentive Plan
On April 20, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Adobe Inc. (the "Company"), the Company’s stockholders approved the Adobe Inc. 2019 Equity Incentive Plan (the “2019 Plan”), as amended, to increase the available share
reserve by 6 million shares as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 5, 2021 (the “Proxy Statement”). The amended 2019 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board.
A summary of the amended 2019 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amended 2019 Plan are qualified in their entirety by reference to the text of the amended 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 20, 2021, the Company’s stockholders approved proposals one through four 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 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
367,320,713
6,985,248
839,365
38,266,568
Melanie Boulden
373,590,062
775,687
779,577
38,266,568
Frank Calderoni
364,514,458
6,061,750
4,569,118
38,266,568
James
Daley
357,267,145
17,037,750
840,431
38,266,568
Laura Desmond
370,241,311
4,040,105
863,910
38,266,568
Shantanu Narayen
349,900,633
22,001,937
3,242,756
38,266,568
Kathleen
Oberg
366,237,051
8,107,991
800,284
38,266,568
Dheeraj Pandey
372,608,856
1,641,102
895,368
38,266,568
David Ricks
369,384,933
4,761,378
999,015
38,266,568
Daniel
Rosensweig
362,406,873
11,915,532
822,921
38,266,568
John Warnock
370,122,041
4,306,722
716,563
38,266,568
2. Approve the 2019 Equity Incentive Plan to increase the available
share reserve by 6 million shares.
Votes For
Votes Against
Abstentions
Broker Non-Votes
353,102,461
20,923,388
1,119,477
38,266,568
2
3.
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 3, 2021.
Votes For
Votes Against
Abstentions
Broker Non-Votes
392,543,518
19,530,088
1,338,288
—
4.
Approve, on an advisory basis, the compensation of our named executive officers.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
