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 16, 2010
Adobe Systems Incorporated
(Exact name of Registrant as specified in its charter)
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Delaware |
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0-15175 |
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77-0019522 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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incorporation) |
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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))
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of 2003 Equity Incentive Plan
On April 16, 2010, at the Company’s 2010 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Adobe Systems Incorporated (the “Company”) approved an amendment to the Company’s 2003 Equity Incentive Plan (the “2003 Plan”) that increased the available share reserve by 14,000,000 shares of the Company’s common stock and made certain other updates to the 2003 Plan for ease of administration. The amendment to the 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 2003 Plan amendment is set forth in our proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 5, 2010 (the “Proxy Statement”). That summary and the foregoing description of the amendment is qualified in its entirety by reference to the text of the 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 16, 2010, the Company’s stockholders approved the three proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s Proxy Statement.
1. Elect five Class I members of the Board of Directors to serve for a two-year term:
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Votes |
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Votes |
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Broker |
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Name |
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For |
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Against |
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Abstentions |
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Non-Votes |
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Edward W. Barnholt |
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383,617,547 |
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8,094,397 |
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633,769 |
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53,659,970 |
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Michael R. Cannon |
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386,898,134 |
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4,756,588 |
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690,991 |
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53,659,970 |
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James E. Daley |
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386,300,581 |
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5,407,599 |
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637,533 |
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53,659,970 |
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Charles M. Geschke |
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378,659,666 |
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13,013,843 |
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672,204 |
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53,659,970 |
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Shantanu Narayen |
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383,012,550 |
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8,792,147 |
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541,016 |
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53,659,970 |
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2. Approve the amendment of the 2003 Equity Incentive Plan.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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302,004,596 |
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89,704,714 |
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636,403 |
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53,659,970 |
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3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 3, 2010.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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435,289,480 |
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10,289,261 |
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426,942 |
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— |
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Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Adobe Systems Incorporated 2003 Equity Incentive Plan, as amended and restated
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.
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ADOBE SYSTEMS INCORPORATED |
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Date: April 20, 2010 |
By: |
/s/ MARK GARRETT |
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Mark Garrett |
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Executive Vice President and Chief Financial Officer |