(e) Amendment of 2003 Equity Incentive Plan

On April 12, 2012, at the Company's 2012 Annual Meeting of Stockholders (the "Annual Meeting"), the stockholders of Adobe Systems Incorporated (the "Company") approved an amendment to the Adobe Systems Incorporated 2003 Equity Incentive Plan (the "2003 Plan") that increased the available share reserve by 12.39 million shares of the Company's common stock, increased the maximum number of shares that may be granted as incentive stock options and approved new performance metrics, as described in our proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 1, 2012 (the "Proxy Statement"). 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. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the 2003 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

At the Annual Meeting, held on April 12, 2012, the Company's stockholders approved the four 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 members of the Board of Directors to serve for a one-year term:

                        Votes        Votes                      Broker
Name                     For        Against     Abstentions   Non-Votes
Edward W. Barnholt   350,026,367   39,456,374       231,158   46,735,769
Michael R. Cannon    384,926,891    4,545,870       241,138   46,735,769
James E. Daley       385,292,672    4,198,624       222,603   46,735,769
Charles M. Geschke   383,582,539    5,986,387       144,973   46,735,769
Shantanu Narayen     386,099,145    3,439,803       174,951   46,735,769

2. Approve the amendment of the Adobe Systems Incorporated 2003 Equity Incentive Plan.

Votes For Votes Against Abstentions Broker Non-Votes 323,723,648 63,613,615 2,376,636 46,735,769

3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 30, 2012.

Votes For Votes Against Abstentions Broker Non-Votes 431,487,225 4,481,754 480,689 -

4. Approve, on an advisory basis, the compensation of our named executive officers.

Votes For Votes Against Abstentions Broker Non-Votes 224,006,856 162,882,163 2,824,880 46,735,769

On April 12, 2012, Adobe issued a press release announcing that its Board of Directors has approved a new stock repurchase program granting the Company authority to repurchase up to $2.0 billion in common stock through the end of fiscal 2015. A copy of this press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Under our new stock repurchase program, which is designed to return value to our stockholders and minimize dilution from stock issuances, we repurchase shares in the open market and also enter into structured repurchase agreements with third parties. The new stock repurchase program approved by our Board of Directors is substantially similar to our previous program authorizing the repurchase of up to $1.6 billion in common stock through fiscal 2012, which authority has been exhausted.

(d) Exhibits

Exhibit                                          Incorporated by Reference          Filed
Number          Exhibit Description            Form        Date        Number      Herewith
 10.1      2003 Equity Incentive Plan, as
           amended                                                                    X
 99.1      Press release issued on                                                    X
           April 12, 2012 entitled "Adobe
           Announces Program to
           Repurchase $2.0 Billion of
           Stock by End of FY2015"