8-K Annual Meeting Results


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, 2013 (April 11, 2013)
 
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 11, 2013, at the Company’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Adobe Systems Incorporated (the “Company”) approved an amendment and restatement of the Adobe Systems Incorporated 2003 Equity Incentive Plan (the “2003 Plan”) to increase the available share reserve by 17.5 million shares, increase the aggregate stock award and performance share limits, approve new performance measures and an adjustment, and make other modifications as described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 1, 2013 (the “Proxy Statement”). The amended and restated 2003 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board of Directors”).

A summary of the amended and restated 2003 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment and restatement are qualified in their entirety by reference to the text of the amended and restated 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 11, 2013, the Company’s stockholders approved the four 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 thirteen 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
 
401,918,586

 
5,748,279

 
851,840

 
42,305,294

Kelly J. Barlow
 
401,868,072

 
5,794,768

 
855,865

 
42,305,294

Edward W. Barnholt
 
391,141,251

 
16,516,969

 
860,485

 
42,305,294

Robert K. Burgess
 
405,420,118

 
2,274,935

 
823,652

 
42,305,294

Frank A. Calderoni
 
405,945,609

 
1,711,761

 
861,335

 
42,305,294

Michael R. Cannon
 
406,110,052

 
1,550,966

 
857,687

 
42,305,294

James E. Daley
 
404,654,720

 
3,004,528

 
859,457

 
42,305,294

Laura B. Desmond
 
406,274,615

 
1,395,695

 
848,395

 
42,305,294

Charles M. Geschke
 
404,872,904

 
2,877,866

 
767,935

 
42,305,294

Shantanu Narayen
 
405,964,099

 
1,776,070

 
778,536

 
42,305,294

Daniel L. Rosensweig
 
376,635,486

 
31,026,210

 
857,009

 
42,305,294

Robert Sedgewick
 
389,552,277

 
18,108,963

 
857,465

 
42,305,294

John E. Warnock
 
404,357,352

 
2,742,344

 
1,419,009

 
42,305,294

 
2.  Approve the amendment and restatement of the Adobe Systems Incorporated 2003 Equity Incentive Plan.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
356,502,841

 
50,884,248

 
1,131,616

 
42,305,294

 
3.  Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 29, 2013.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
444,685,071

 
4,638,506

 
1,500,422

 
—

 




4.  Approve, on an advisory basis, the compensation of our named executive officers.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
330,538,831

 
76,559,294

 
1,420,580

 
42,305,294

 
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 and restated
 
 
 
 
 
 
 
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 12, 2013
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 and restated
 
 
 
 
 
 
 
X