Adobe Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven nominees to the Board of Directors to serve for one-year terms.

2. 2

   Approval of the Adobe Inc. 2019 Equity Incentive Plan, as amended

   ManagementBoard: FOR

   Approve an amendment to increase the share reserve under the 2019 Equity Incentive Plan by 12 million shares.

   More detail

   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.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Adobe’s independent registered public accounting firm for fiscal year ending November 27, 2026.

4. 4

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   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.

5. 5

   Stockholder Proposal Regarding Vote on Golden Parachutes

   Shareholder — John R. CheveddenBoard: AGAINST

   Require shareholder approval for senior manager severance packages exceeding 2.99x base salary plus target bonus.

6. 6

   Stockholder Proposal Regarding Board Matrix

   Shareholder — Comptroller of the City of New York (custodian and trustee for several NY public pension fundsBoard: AGAINST

   Request that the Board disclose each director/nominee's self-identified gender and race/ethnicity in the board skills and experience table.

7. 7

   Stockholder Proposal Regarding Report on Civil Liberties in Digital Services

   Shareholder — Ridgeline Research LLC on behalf of the American Conservative Values ETFBoard: AGAINST

   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.

8. 8

   Stockholder Proposal Regarding Retirement Plan Climate Risk

   Shareholder — As You Sow on behalf of Pleiades Trust and othersBoard: AGAINST

   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.

Upcoming shareholder meetings at Adobe Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Adobe Inc 2026 annual meeting?

Adobe Inc (ADBE) holds its 2026 annual shareholder meeting on Wednesday, April 15, 2026.

What is the record date for the Adobe Inc 2026 meeting?

The record date for the Adobe Inc 2026 meeting is Tuesday, February 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Adobe Inc's 2026 meeting?

The board is presenting 11 director nominees at the Adobe Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Adobe Inc 2026 meeting?

Shareholders will vote on 8 proposals at the Adobe Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.