8-K


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 14, 2016 (April 13, 2016)
 
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 and Approval of 2016 Executive Cash Performance Bonus Plan

2003 Equity Incentive Plan

On April 13, 2016, at the 2016 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 and provide a maximum annual limit on non-employee director compensation as described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 4, 2016 (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.

2016 Executive Cash Performance Bonus Plan

On April 13, 2016, at the Annual Meeting, the Company’s stockholders approved a new Executive Cash Performance Bonus Plan (the “2016 Executive Master Bonus Plan”), which will allow bonuses paid under it to “covered employees” to qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The 2016 Executive Master Bonus Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board of Directors.

A summary of the 2016 Executive Master Bonus Plan is set forth in our Proxy Statement. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2016 Executive Master Bonus Plan, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2016 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting, held on April 13, 2016, 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 L. Banse
 
412,117,062
 
889,764
 
357,763
 
37,682,598
Edward W. Barnholt
 
409,370,935
 
3,652,801
 
340,853
 
37,682,598
Robert K. Burgess
 
410,404,590
 
2,594,485
 
365,514
 
37,682,598
Frank A. Calderoni
 
412,676,157
 
331,980
 
356,452
 
37,682,598
James E. Daley
 
409,205,627
 
3,790,383
 
368,579
 
37,682,598
Laura B. Desmond
 
251,335,891
 
161,126,836
 
901,862
 
37,682,598
Charles M. Geschke
 
409,555,135
 
3,509,520
 
299,934
 
37,682,598
Shantanu Narayen
 
411,530,992
 
1,523,070
 
310,527
 
37,682,598
Daniel L. Rosensweig
 
410,491,248
 
2,538,191
 
335,150
 
37,682,598
John E. Warnock
 
409,635,477
 
3,442,474
 
286,638
 
37,682,598
 






2.  Approve the Adobe Systems Incorporated 2003 Equity Incentive Plan as amended to increase the available share reserve by 10 million shares and provide a maximum annual limit on non-employee director compensation.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
390,347,702
 
22,451,429
 
565,458
 
37,682,598
 
3.  Approve the 2016 Executive Cash Performance Bonus Plan.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
406,495,455
 
6,059,445
 
809,689
 
37,682,598
 

4.  Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 2, 2016.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
446,308,505
 
4,326,768
 
411,914
 


5.  Approve, on an advisory basis, the compensation of our named executive officers.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
389,130,060
 
23,488,724
 
745,805
 
37,682,598
 
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
 
10.2
 
2016 Executive Cash Performance Bonus Plan
 
8-K
 
1/29/2016
 
10.4
 
 
 





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 14, 2016
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
 
2003 Equity Incentive Plan, as amended
 
 
 
 
 
 
 
X
 
10.2
 
2016 Executive Cash Performance Bonus Plan
 
8-K
 
1/29/2016
 
10.4