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ADBE > SEC Filings for ADBE > Form 8-K on 12-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of S

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
            2003 Equity Incentive
 10.1       Plan, as amended and                                                    X

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