UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): April 13, 2012 (April 12, 2012)

 

Adobe Systems Incorporated

(Exact name of Registrant as specified in its charter)

 

 

345 Park Avenue

San Jose, California 95110-2704

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (408) 536-6000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(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.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

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

 

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Item 8.01. Other Events.

 

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.

 

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 Plan, as amended								X
99.1		Press release issued on April 12, 2012 entitled “Adobe Announces Program to Repurchase $2.0 Billion of Stock by End of FY2015”								X

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ADOBE SYSTEMS INCORPORATED
Date: April 13, 2012	By:	/s/ Mark Garrett
		Mark Garrett
		Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

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 April 12, 2012 entitled “Adobe Announces Program to Repurchase $2.0 Billion of Stock by End of FY2015”								X