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 19, 2024 ( April 17, 2024 ) 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): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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 Common Stock, $0.0001 par value per share ADBE NASDAQ Global Select Market 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)    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 2 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 2019 Equity Incentive Plan, as amended 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) 3 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 4