Executive Change · Shareholder Vote

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 13, 2018 (April 12, 2018) Adobe Systems Incorporated (Exact name of Registrant as specified in its charter) Delaware   0-15175   77-0019522 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 345 Park Avenue San Jose, California 95110-2704 (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.   (d)         Election of New Director and Non-Employee Director Compensation   On April 12, 2018, the Board of Directors (the “Board”) of Adobe Systems Incorporated (“Adobe” or the “Company”) appointed David A. Ricks to the Board immediately after Adobe’s 2018 Annual Meeting of Stockholders (“Annual Meeting”).  This appointment was made to fill a vacancy created by an increase in the size of the Board from ten to eleven members.  Mr. Ricks will serve a term of office expiring at Adobe’s 2019 Annual Meeting of Stockholders.  Mr. Ricks was also appointed to the Executive Compensation Committee of the Board. There is no arrangement or understanding between Mr. Ricks and any other persons pursuant to which he was 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 Mr. Ricks had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.   As a non-employee director, Mr. Ricks will receive cash and equity compensation in accordance with Adobe's FY ’18 Non-Employee Director Compensation Policy, which is incorporated herein by reference. In connection with his compensation, Mr. Ricks was granted an initial award of 1,177 restricted stock units on April 13, 2018. 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”). A copy of our press release announcing the appointment of Mr. Ricks to Adobe’s Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.   (e)           Amendment and Restatement of 2003 Equity Incentive Plan On April 12, 2018, at the Annual Meeting of the Company, the Company’s stockholders approved the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “2003 Plan”) as amended to increase the available share reserve by 7.5 million shares as described in our Proxy Statement. The amended 2003 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board. A summary of the amended 2003 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the amended 2003 Plan, which is filed as Exhibit 10.2 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 12, 2018, 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 ten 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   390,577,597   2,470,728   401,964   44,011,165 Edward Barnholt   384,392,798   8,755,976   301,515   44,011,165 Robert Burgess   385,139,968   7,985,108   325,213   44,011,165 Frank Calderoni   392,169,946   854,776   425,567   44,011,165 James Daley   361,925,557   25,478,606   6,046,126   44,011,165 Laura Desmond   390,848,810   2,339,706   261,773   44,011,165 Charles Geschke   385,382,901   7,780,421   286,967   44,011,165 Shantanu Narayen   377,566,037   13,239,227   2,645,025   44,011,165 Daniel Rosensweig   377,765,557   15,407,762   276,970   44,011,165 John Warnock   386,299,127   6,868,501   282,661   44,011,165 2.  Approve the Adobe Systems Incorporated 2003 Equity Incentive Plan to increase the available share reserve by 7.5 million shares.   Votes For   Votes Against   Abstentions   Broker Non-Votes 368,572,210   24,367,506   510,573   44,011,165   3.  Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 30, 2018. Votes For   Votes Against   Abstentions   Broker Non-Votes 428,545,186   8,508,219   408,049   — 4.  Approve, on an advisory basis, the compensation of our named executive officers. Votes For   Votes Against   Abstentions   Broker Non-Votes 372,339,663   20,338,712   721,914   44,011,165 Item 9.01. Financial Statements and Exhibits.   (d)        Exhibits         Incorporated by Reference**         Exhibit Number   Exhibit Description   Form   Filing Date   Exhibit Number   SEC File No.   Filed Herewith                           10.1   FY’18 Non-Employee Director Compensation Policy   10-K   1/22/18   10.29   000-15175                               10.2   2003 Equity Incentive Plan, as amended                        X                           99.1   Press release issued on April 13, 2018, entitled “Adobe Names David A. Ricks to its Board of Directors”                        X SIGNATURES 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.   ADOBE SYSTEMS INCORPORATED     Date: April 13, 2018 By: /s/ Michael Dillon     Michael Dillon     Executive Vice President, General Counsel & Corporate Secretary