Adobe Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ADBE
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 19, 2024 (April 17, 2024 )
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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.
(e) Amendment and Restatement of 2019 Equity Incentive Plan
On April 17, 2024, at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Adobe Inc. (the "Company"), the Company’s stockholders approved the Adobe Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”), to increase the available share reserve by 5 million shares as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 1, 2024 (“Proxy Statement”). The amended 2019 Plan previously had been approved, subject to stockholder approval, by the Company's Executive Compensation Committee of the Board of Directors.
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 17, 2024, the Company’s stockholders approved proposals one through four and did not approve proposals five through six 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 twelve members of the Board of Directors, each to serve for a one-year term:
| Votes | Votes | Broker | ||||||||||||||||||||||||
| Name | For | Against | Abstentions | Non-Votes | ||||||||||||||||||||||
| Cristiano Amon | 347,367,530 | 3,396,166 | 472,632 | 41,212,582 | ||||||||||||||||||||||
| Amy Banse | 318,999,518 | 31,780,527 | 456,283 | 41,212,582 | ||||||||||||||||||||||
| Brett Biggs | 348,478,059 | 2,251,571 | 506,698 | 41,212,582 | ||||||||||||||||||||||
| Melanie Boulden | 342,825,267 | 7,925,252 | 485,809 | 41,212,582 | ||||||||||||||||||||||
| Frank Calderoni | 331,877,429 | 18,670,790 | 688,109 | 41,212,582 | ||||||||||||||||||||||
| Laura Desmond | 338,017,143 | 12,759,348 | 459,837 | 41,212,582 | ||||||||||||||||||||||
| Shantanu Narayen | 323,396,504 | 26,202,235 | 1,637,589 | 41,212,582 | ||||||||||||||||||||||
| Spencer Neumann | 347,687,557 | 3,049,198 | 499,573 | 41,212,582 | ||||||||||||||||||||||
| Kathleen Oberg | 339,002,544 | 11,767,492 | 466,292 | 41,212,582 | ||||||||||||||||||||||
| Dheeraj Pandey | 348,553,498 | 2,203,643 | 479,187 | 41,212,582 | ||||||||||||||||||||||
| David Ricks | 341,654,881 | 9,100,579 | 480,868 | 41,212,582 | ||||||||||||||||||||||
| Daniel Rosensweig | 335,136,045 | 15,611,712 | 488,571 | 41,212,582 | ||||||||||||||||||||||
2. Approve the 2019 Plan to increase the available share reserve by 5 million shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 335,547,478 | 15,057,959 | 630,891 | 41,212,582 | |||||||||||||||||
3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 29, 2024.
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 363,835,110 | 27,982,914 | 630,886 | |||||||||||||||
4. Approve, on an advisory basis, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 297,271,103 | 53,038,028 | 927,197 | 41,212,582 | |||||||||||||||||
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5. Vote upon a stockholder proposal concerning a mandatory director resignation policy.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 71,382,619 | 277,939,473 | 1,914,236 | 41,212,582 | |||||||||||||||||
6. Vote upon a stockholder proposal concerning a report on hiring of persons with arrest or incarceration records.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 47,817,273 | 295,597,245 | 7,821,810 | 41,212,582 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | |||||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | Filing Date | Number | SEC File No. | Filed Herewith | |||||||||||||||||||||||||||||||||||
| 10.1 | X | ||||||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||||||||||||||||||||||||||||||||
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SIGNATURES
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.
| ADOBE INC. | |||||||||||||||||
Date: April 19, 2024 | By: | /s/ Dana Rao | |||||||||||||||
| Dana Rao | |||||||||||||||||
| Executive Vice President, General Counsel & Chief Trust Officer and Corporate Secretary | |||||||||||||||||
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