Adobe Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ADBE
Computer Software: Prepackaged Software
Technology
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 22, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (408 ) 536-6000
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Emerging growth company ☐
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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 22, 2025, at the 2025 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 7 million shares as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2025 (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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2025, the Board of Directors of the Company (the “Board”) approved and adopted amendments to the Company’s bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws:
•Address the universal proxy rules adopted by the SEC, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has, or is part of a group that has, complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements.
•Update and enhance certain procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act or nominations through proxy access).
•Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board.
•Revise and align the advance notice windows for nominations and other business to be properly brought before an annual meeting by a stockholder to not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders. As a result, to be considered at the Company’s 2026 Annual Meeting of Stockholders, a stockholder’s nomination or proposal of other business must be delivered to, or mailed and received by, the Company’s Secretary at the Company’s principal executive offices not later than the close of business on January 22, 2026 nor earlier than the close of business on December 23, 2025.
The Amended and Restated Bylaws also incorporate certain technical, clarifying and conforming changes, including to reflect updates to the Delaware General Corporation Law.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on April 22, 2025, the Company’s stockholders approved proposals one through four and did not approve proposal five 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.
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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 | 318,745,129 | 3,895,985 | 4,557,001 | 42,812,705 | ||||||||||||||||||||||
| Amy Banse | 289,072,529 | 33,572,730 | 4,552,856 | 42,812,705 | ||||||||||||||||||||||
| Melanie Boulden | 318,954,566 | 3,710,825 | 4,532,724 | 42,812,705 | ||||||||||||||||||||||
| Frank Calderoni | 292,461,917 | 30,204,777 | 4,531,421 | 42,812,705 | ||||||||||||||||||||||
| Laura Desmond | 311,242,715 | 11,434,041 | 4,521,359 | 42,812,705 | ||||||||||||||||||||||
| Shantanu Narayen | 290,878,562 | 31,416,242 | 4,903,311 | 42,812,705 | ||||||||||||||||||||||
| Spencer Neumann | 321,317,197 | 1,347,991 | 4,532,927 | 42,812,705 | ||||||||||||||||||||||
| Kathleen Oberg | 315,422,395 | 6,845,011 | 4,930,709 | 42,812,705 | ||||||||||||||||||||||
| Dheeraj Pandey | 321,314,128 | 1,363,483 | 4,520,504 | 42,812,705 | ||||||||||||||||||||||
| David Ricks | 318,608,687 | 4,051,998 | 4,537,430 | 42,812,705 | ||||||||||||||||||||||
| Daniel Rosensweig | 304,024,889 | 18,425,896 | 4,747,330 | 42,812,705 | ||||||||||||||||||||||
2. Approve the 2019 Plan to increase the available share reserve by 7 million shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 303,412,998 | 19,079,403 | 4,705,714 | 42,812,705 | |||||||||||||||||
3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 28, 2025.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 331,634,957 | 33,109,712 | 5,266,151 | ||||||||||||
4. Approve, on an advisory basis, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 259,027,865 | 63,389,204 | 4,781,046 | 42,812,705 | |||||||||||||||||
5. Vote upon a stockholder proposal regarding a vote on golden parachutes.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 153,733,558 | 168,426,385 | 5,038,172 | 42,812,705 | |||||||||||||||||
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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 | |||||||||||||||||||||||||||||||||||
| 3.1 | X | ||||||||||||||||||||||||||||||||||||||||
| 10.1 | X | ||||||||||||||||||||||||||||||||||||||||
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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 24, 2025 | By: | /s/ DANIEL DURN | |||||||||||||||
| Daniel Durn | |||||||||||||||||
| Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations | |||||||||||||||||
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