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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 13, 2017 (April 12, 2017)
 
Adobe Systems Incorporated
(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))





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 2003 Equity Incentive Plan

On April 12, 2017, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Adobe Systems Incorporated (the “Company”), the Company’s stockholders approved the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “2003 Plan”) as amended to increase the available share reserve by 10 million shares as described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 3, 2017 (the “Proxy Statement”). The amended 2003 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board of Directors of the Company (the “Board of Directors”).

A summary of the amended 2003 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the amended 2003 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 12, 2017, the Company’s stockholders approved the five proposals 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 ten 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
 
404,483,564
 
1,222,895
 
329,093
 
39,294,572
Edward Barnholt
 
399,527,679
 
5,253,282
 
1,254,591
 
39,294,572
Robert Burgess
 
401,665,094
 
4,032,513
 
337,945
 
39,294,572
Frank Calderoni
 
404,089,996
 
1,610,950
 
334,606
 
39,294,572
James Daley
 
398,309,136
 
7,388,490
 
337,926
 
39,294,572
Laura Desmond
 
404,112,612
 
1,619,822
 
303,118
 
39,294,572
Charles Geschke
 
401,184,834
 
4,565,875
 
284,843
 
39,294,572
Shantanu Narayen
 
394,284,526
 
10,221,939
 
1,529,087
 
39,294,572
Daniel Rosensweig
 
402,248,928
 
3,448,787
 
337,837
 
39,294,572
John Warnock
 
401,201,641
 
4,559,146
 
274,765
 
39,249,572

2.  Approve the Adobe Systems Incorporated 2003 Equity Incentive Plan to increase the available share reserve by 10 million shares.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
382,106,690
 
23,318,887
 
609,975
 
39,294,572
 
3.  Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 1, 2017.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
438,747,660
 
6,120,619
 
461,845
 











4.  Approve, on an advisory basis, the compensation of our named executive officers.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
387,501,443
 
17,683,571
 
850,538
 
39,294,572
 
5.  Approve, on an advisory basis, the frequency of the advisory vote on executive compensation.
 
One Year
 
Two Years
 
Three Years
 
Abstentions
374,025,824
 
936,105
 
30,390,592
 
683,031
 
Item 9.01. Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit
 
 
 
Incorporated by Reference
 
Filed
 
Number
 
Exhibit Description
 
Form
 
Date
 
Number
 
Herewith
 
10.1
 
2003 Equity Incentive Plan, as amended
 
 
 
 
 
 
 
X
 





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ADOBE SYSTEMS INCORPORATED
 
 
Date: April 13, 2017
By:
/s/ Mark Garrett
 
 
Mark Garrett
 
 
Executive Vice President and Chief Financial Officer





EXHIBIT INDEX
 
Exhibit
 
 
 
Incorporated by Reference
 
Filed
 
Number
 
Exhibit Description
 
Form
 
Date
 
Number
 
Herewith
 
10.1
 
 
 
 
 
 
 
 
X