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ADBE > SEC Filings for ADBE > Form 8-K on 14-Apr-2014All 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 10, 2014, at the Company's 2014 Annual Meeting of Stockholders (the "Annual Meeting"), the stockholders of Adobe Systems Incorporated (the "Company") approved an amendment of the Adobe Systems Incorporated 2003 Equity Incentive Plan (the "2003 Plan") to increase the available share reserve by 8.85 million shares as described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 28, 2014 (the "Proxy Statement"). The amended 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 2003 Plan 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 amended 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 10, 2014, 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           406,925,152    4,936,691      1,009,773    38,784,777
Kelly J. Barlow        406,270,181    5,568,233      1,033,202    38,784,777
Edward W. Barnholt     406,506,158    5,349,179      1,016,279    38,784,777
Robert K. Burgess      408,269,539    3,594,216      1,007,861    38,784,777
Frank A. Calderoni     409,225,315    2,626,937      1,019,364    38,784,777
Michael R. Cannon      407,015,319    4,840,243      1,016,054    38,784,777
James E. Daley         405,471,842    6,384,190      1,015,584    38,784,777
Laura B. Desmond       411,421,630      441,765      1,008,221    38,784,777
Charles M. Geschke     408,611,051    3,285,089        975,276    38,784,777
Shantanu Narayen       410,515,732    1,383,252        972,632    38,784,777
Daniel L. Rosensweig   406,695,679    5,114,469      1,061,268    38,784,777
Robert Sedgewick       404,219,322    7,642,977      1,009,317    38,784,777
John E. Warnock        405,269,517    6,647,213        954,886    38,784,777

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

Votes For Votes Against Abstentions Broker Non-Votes 368,893,336 42,602,076 1,376,204 38,784,777

3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 28, 2014.

Votes For Votes Against Abstentions Broker Non-Votes 439,002,807 10,944,308 1,709,278 -

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

Votes For Votes Against Abstentions Broker Non-Votes 373,167,633 38,198,001 1,505,982 38,784,777

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                                                   X
            Plan, as amended

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