ADBE 8-K — Smart Summary

This 8-K discloses stockholder approval at Adobe's April 15, 2026 Annual Meeting of an amendment to the 2019 Equity Incentive Plan increasing the share reserve by 12 million shares, along with the re-election of eleven board members to one-year terms.

• New stock repurchase authorization: up to $25 billion in common stock
• Program expiration: April 30, 2030
• Repurchases may occur in the open market and through structured repurchase agreements with third parties
• Program is designed to return value to stockholders, minimize dilution from stock issuances, and reduce share count over time
• Actual timing, number, and value of shares repurchased will be determined at Adobe's discretion based on market conditions, legal requirements, capital needs, and alternative uses of capital
• Adobe has no obligation to repurchase any amount of its common stock under the new program

• Adobe Inc. 2019 Equity Incentive Plan (as amended) — Stockholders approved an increase to the available share reserve by 12,000,000 shares on April 15, 2026; plan previously approved by the Executive Compensation Committee subject to stockholder approval; maximum aggregate shares issuable under the plan set at 88,000,000; individual annual limits include: Options/SARs up to 4,000,000 shares per employee per fiscal year; Stock Awards up to 1,500,000 shares per employee per fiscal year; Performance Shares up to 1,500,000 shares per employee per fiscal year; Performance Units up to $2,500,000 per employee per fiscal year; non-employee Director award limit of $1,500,000 in aggregate value per fiscal year

• Cristiano Amon — 282,005,411 for / 12,079,030 against (95.9% approval)
• Amy Banse — 251,492,697 for / 42,599,149 against (85.5% approval)
• Melanie Boulden — 282,311,182 for / 11,809,775 against (96.0% approval)
• Frank Calderoni — 260,547,648 for / 33,532,812 against (88.6% approval)
• Laura Desmond — 284,342,411 for / 9,748,316 against (96.7% approval)
• Shantanu Narayen — 269,218,851 for / 24,752,304 against (91.6% approval)
• Spencer Neumann — 291,249,899 for / 2,830,574 against (99.0% approval)
• Kathleen Oberg — 288,120,843 for / 5,970,573 against (98.0% approval)
• Dheeraj Pandey — 291,705,655 for / 2,379,367 against (99.2% approval)
• David Ricks — 280,254,563 for / 13,829,972 against (95.3% approval)
• Daniel Rosensweig — 203,314,252 for / 90,650,276 against (69.2% approval)

• Director Cristiano Amon — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 282,005,411 For / 12,079,030 Against
• Director Amy Banse — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 251,492,697 For / 42,599,149 Against
• Director Melanie Boulden — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 282,311,182 For / 11,809,775 Against
• Director Frank Calderoni — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 260,547,648 For / 33,532,812 Against
• Director Laura Desmond — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 284,342,411 For / 9,748,316 Against
• Director Shantanu Narayen — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 269,218,851 For / 24,752,304 Against
• Director Spencer Neumann — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 291,249,899 For / 2,830,574 Against
• Director Kathleen Oberg — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 288,120,843 For / 5,970,573 Against
• Director Dheeraj Pandey — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 291,705,655 For / 2,379,367 Against
• Director David Ricks — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 280,254,563 For / 13,829,972 Against
• Director Daniel Rosensweig — re-elected to one-year term at 2026 Annual Meeting on April 15, 2026; votes: 203,314,252 For / 90,650,276 Against

• Approve the 2019 Equity Incentive Plan to increase the available share reserve by 12 million shares — 269,926,547 for / 23,610,400 against / 981,795 abstain (91.9% approval) — passed
• Ratify the appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending November 27, 2026 — 304,073,299 for / 31,540,619 against / 832,228 abstain (90.6% approval) — passed
• Approve, on an advisory basis, the compensation of named executive officers — 148,837,167 for / 144,993,886 against / 687,689 abstain (50.6% approval) — passed

• Stockholder proposal regarding a vote on golden parachutes — 23,956,990 for / 269,589,945 against / 971,807 abstain (8.2% approval) — failed
• Stockholder proposal regarding board matrix — 38,813,057 for / 253,504,241 against / 2,201,444 abstain (13.3% approval) — failed
• Stockholder proposal regarding report on civil liberties in digital services — 1,501,051 for / 290,666,105 against / 2,351,586 abstain (0.5% approval) — failed
• Stockholder proposal regarding retirement plan climate risk — 26,993,426 for / 249,732,648 against / 17,792,668 abstain (9.3% approval) — failed