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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

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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
 
 
 
 
 
 
 
 
 
 
X


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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



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