Independent
Tenure on this board
2.6 yrs
Also a director at
Qualcomm Inc (QCOM)
11 nominees · 8 ballot items.
Elect eleven directors; approve the Adobe Inc. 2019 Equity Incentive Plan, as amended (increase share reserve by 12 million); ratify KPMG LLP as independent auditor; advisory vote to approve named executive officers’ compensation; and vote on four stockholder proposals on golden parachutes, board matrix disclosure, civil liberties report, and retirement plan climate risk.
Elect eleven nominees to the Board of Directors to serve for one-year terms.
Approve an amendment to increase the share reserve under the 2019 Equity Incentive Plan by 12 million shares.
This management proposal seeks shareholder approval to increase the share reserve under Adobe’s primary equity compensation plan (the 2019 Plan) by 12 million shares. Management argues the increase is necessary to support ongoing hiring, retention and annual grants across the company, to replenish shares consumed by recent awards and acquisitions, and to preserve the plan’s fungibility given that full-value awards count as 1.77 shares. The proposal highlights Adobe’s burn rate and overhang metrics and asserts the increase would keep dilution within peer and proxy advisor guidance while enabling future grants amid growth and potential acquisitions. The board recommends a FOR vote, emphasizing that equity grants align employee interests with shareholders and are integral to recruiting, retaining and incentivizing talent; the 2019 Plan contains typical governance protections such as no repricing without shareholder approval, no liberal change-in-control, and clawback/recovery provisions. A vote FOR would allow continuation of current equity granting practices; a vote AGAINST would limit Adobe’s ability to make future grants from the plan and could prompt the company to seek alternative compensation arrangements or a future shareholder proposal for additional shares.
Ratify the Audit Committee’s appointment of KPMG LLP as Adobe’s independent registered public accounting firm for fiscal year ending November 27, 2026.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory vote on the fiscal 2025 compensation of Adobe’s named executive officers (NEOs) as disclosed in the proxy statement. Management explains that its compensation design emphasizes pay-for-performance via a large portion of equity-based awards (performance shares and RSUs) and a formulaic annual cash incentive tied to revenue and non-GAAP diluted EPS, with rigorous thresholds and caps. The proxy discloses fiscal 2025 outcomes, including above-target payouts for the annual cash plan and near-target net new sales performance under the PSPs, though relative TSR under the 2023 PSP reduced overall payout to 83%—evidence of alignment of realized pay with stockholder returns. The Board recommends a FOR vote to affirm the compensation program and provide feedback for the compensation committee; as an advisory vote, results are non-binding but typically inform future compensation decisions.
Require shareholder approval for senior manager severance packages exceeding 2.99x base salary plus target bonus.
Request that the Board disclose each director/nominee's self-identified gender and race/ethnicity in the board skills and experience table.
Request a report evaluating oversight of risks related to discrimination against users based on viewpoint under content policies and effects on civil rights, reputation, customer trust, and shareholder value.
Request a report disclosing if and how the company protects retirement plan beneficiaries from future portfolio risk created by present-day investments in high-carbon companies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.60% | 26,679,971 | $6.5B |
| 2 | STATE STREET CORP | 4.93% | 19,913,187 | $4.8B |
| 3 | BlackRock, Inc. | 4.20% | 16,987,363 | $4.1B |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.58% | 10,442,397 | $2.5B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.47% | 9,972,632 | $2.4B |
| 6 | BlackRock, Inc. | 2.20% | 8,878,984 | $2.2B |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.68% | 6,792,275 | $1.7B |
| 8 | BlackRock, Inc. | 1.26% | 5,092,059 | $1.2B |
| 9 | Invesco Ltd. | 1.20% | 4,846,170 | $1.2B |
| 10 | PRIMECAP MANAGEMENT CO/CA/ | 1.17% | 4,730,846 | $1.1B |
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