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Executive Change · Shareholder Vote

Filed Apr 12, 2019 · 7y ago · Accession 0000796343-19-000091

Plain English

Material event — a significant development the company must disclose promptly.

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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 12, 2019 (April 11, 2019) Adobe Inc. (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.   (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. Votes For   Votes Against   Abstentions   Broker Non-Votes 125,585,458   251,533,314   13,508,266   47,226,117 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   2019 Equity Incentive Plan                   X 2 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 INC.     Date: April 12, 2019 By: /s/ Dana Rao     Dana Rao     Executive Vice President, General Counsel & Corporate Secretary 3
Filing details
Company
ADOBE INC.
Ticker
ADBE
CIK
796343
Form type
8-K
Filing date
Apr 12, 2019
Report date
Apr 11, 2019
Document
adbe8-k20190412.htm
Size
308 KB