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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Apr 21, 2026 · 2mo ago · Accession 0000796343-26-000101

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 15, 2026 ADOBE INC. (Exact name of registrant as specified in its charter) Delaware 000-15175 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 15, 2026, at the 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Adobe Inc. (the “ Company ” or “ Adobe ”), the Company’s stockholders approved the Adobe Inc. 2019 Equity Incentive Plan, as amended (the “ 2019 Plan ”), to increase the available share reserve by 12 million shares as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on February 27, 2026 (the “ 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, a copy of 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 15, 2026, the Company’s stockholders approved proposals one through four and did not approve proposals five through eight 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, each to serve for a one-year term:    Votes Votes   Broker Name For Against Abstentions Non-Votes Cristiano Amon 282,005,411 12,079,030 434,301 41,927,404 Amy Banse 251,492,697 42,599,149 426,896 41,927,404 Melanie Boulden 282,311,182 11,809,775 397,785 41,927,404 Frank Calderoni 260,547,648 33,532,812 438,282 41,927,404 Laura Desmond 284,342,411 9,748,316 428,015 41,927,404 Shantanu Narayen 269,218,851 24,752,304 547,587 41,927,404 Spencer Neumann 291,249,899 2,830,574 438,269 41,927,404 Kathleen Oberg 288,120,843 5,970,573 427,326 41,927,404 Dheeraj Pandey 291,705,655 2,379,367 433,720 41,927,404 David Ricks 280,254,563 13,829,972 434,207 41,927,404 Daniel Rosensweig 203,314,252 90,650,276 554,214 41,927,404 2. Approve the 2019 Plan to increase the available share reserve by 12 million shares. Votes For Votes Against Abstentions Broker Non-Votes 269,926,547 23,610,400 981,795 41,927,404 3.  Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 27, 2026. Votes For Votes Against Abstentions 304,073,299 31,540,619 832,228 4.  Approve, on an advisory basis, the compensation of our named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 148,837,167 144,993,886 687,689 41,927,404 2 5. Vote upon a stockholder proposal regarding a vote on golden parachutes. Votes For Votes Against Abstentions Broker Non-Votes 23,956,990 269,589,945 971,807 41,927,404 6. Vote upon a stockholder proposal regarding board matrix. Votes For Votes Against Abstentions Broker Non-Votes 38,813,057 253,504,241 2,201,444 41,927,404 7. Vote upon a stockholder proposal regarding report on civil liberties in digital services. Votes For Votes Against Abstentions Broker Non-Votes 1,501,051 290,666,105 2,351,586 41,927,404 8. Vote upon a stockholder proposal regarding retirement plan climate risk. Votes For Votes Against Abstentions Broker Non-Votes 26,993,426 249,732,648 17,792,668 41,927,404 Item 8.01. Other Events. On April 21, 2026, Adobe announced that our Board of Directors approved a new stock repurchase program granting Adobe authority to repurchase up to $25 billion in common stock through April 30, 2030. A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference. Under our new stock repurchase program, which is designed to return value to our stockholders, minimize dilution from stock issuances and reduce share count over time, we may repurchase shares in the open market and also enter into structured repurchase agreements with third parties. The new stock repurchase program approved by our Board of Directors is substantially similar to our previous stock repurchase programs. The actual timing, number and value of shares repurchased under the new authorization will be determined by Adobe in its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, Adobe’s capital needs and whether there is a better alternative use of capital. Adobe has no obligation to repurchase any amount of its common stock under our new stock repurchase program. 3 Item 9.01 Financial Statements and Exhibits.   (d)     Exhibits ​  Exhibit Number Exhibit Description 10.1 2019 Equity Incentive Plan, as amended 99.1 P ress release issued on April 21, 2026 entit led “ Adobe Announces New $25 Billion Stock Repurchase Program ” 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) 4 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 21, 2026 By: /s/ LOUISE PENTLAND Louise Pentland Chief Legal Officer and Executive Vice President, Legal and Government Relations 5
Filing details
Company
ADOBE INC.
Ticker
ADBE
CIK
796343
Form type
8-K
Filing date
Apr 21, 2026
Report date
Apr 15, 2026
Document
adbe-20260415.htm
Size
446 KB