Adobe Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: ADBE · Form: DEF 14A · Filed: 2024-03-01T00:00:00.000Z

Sentiment: neutral

Topics: Adobe, ADBE, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>Adobe Inc. has filed its Definitive Proxy Statement for the 2024 Annual Meeting, detailing executive compensation and corporate governance matters.</b>

AI Summary

ADOBE INC. (ADBE) filed a Proxy Statement (DEF 14A) with the SEC on March 1, 2024. Adobe Inc. filed its Definitive Proxy Statement (DEF 14A) on March 1, 2024. The filing covers the period ending April 17, 2024. The company's fiscal year ends on December 1st. Adobe's principal executive offices are located at 345 Park Ave, San Jose, CA. The filing includes data related to stock awards granted and vested for fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking ADOBE INC., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and voting matters ahead of the annual meeting. Shareholders can review details on stock awards, their fair value, and changes in value, which are key components of executive remuneration and can influence investor sentiment.

Risk Assessment

Risk Level: low — ADOBE INC. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational news.

Analyst Insight

Review the executive compensation details and voting proposals in the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did ADOBE INC. file this DEF 14A?

ADOBE INC. filed this Proxy Statement (DEF 14A) with the SEC on March 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ADOBE INC. (ADBE).

Where can I read the original DEF 14A filing from ADOBE INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ADOBE INC..

What are the key takeaways from ADOBE INC.'s DEF 14A?

ADOBE INC. filed this DEF 14A on March 1, 2024. Key takeaways: Adobe Inc. filed its Definitive Proxy Statement (DEF 14A) on March 1, 2024.. The filing covers the period ending April 17, 2024.. The company's fiscal year ends on December 1st..

Is ADOBE INC. a risky investment based on this filing?

Based on this DEF 14A, ADOBE INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational news.

What should investors do after reading ADOBE INC.'s DEF 14A?

Review the executive compensation details and voting proposals in the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does ADOBE INC. compare to its industry peers?

Adobe Inc. operates in the software industry, specifically focusing on creative and digital marketing software solutions.

Are there regulatory concerns for ADOBE INC.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for public companies soliciting proxies from shareholders.

Industry Context

Adobe Inc. operates in the software industry, specifically focusing on creative and digital marketing software solutions.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for public companies soliciting proxies from shareholders.

What Investors Should Do

  1. Analyze the executive compensation structure and any proposed changes.
  2. Review director nominations and qualifications.
  3. Understand the proposals to be voted on at the annual meeting.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings in terms of company performance or strategy, but rather provides updated information on governance and compensation.

Filing Stats: 4,341 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2024-03-01 16:21:03

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 5 Environmental, Social and Governance 6 Corporate Governance 8 Corporate Governance Framework 9 Board Responsibilities and Structure 9 The Board's Role in Risk Oversight 9 Board Leadership Structure 10 Committees of the Board 12 Board Meetings and Attendance 15 Director Independence 15 Certain Relationships and Related Persons Transactions 16 Corporate Governance Guidelines & Codes of Business Conduct and Ethics 16 Board Evaluation 17 Communications with the Board 17 Our Directors 18 Director Attributes and Demographics 19 Considerations in Evaluating Director Nominees 20 Director Nominees 21 Director Compensation for Fiscal Year 2023 27

Executive Compensation

Executive Compensation 30 Compensation Discussion and Analysis 31 Highlights of Executive Compensation Programs 31 Compensation Philosophy and Objectives 33 Fiscal Year 2023 Compensation Programs Design 34 Fiscal Year 2023 Compensation Decisions and Results 40 Other Benefits, Programs and Policies 46 Compensation-Setting Governance and Process 50 Compensation Risk Assessment 52 Accounting and Tax Considerations 53 Report of the Executive Compensation Committee 54 Summary Compensation Table for Fiscal Years 2023, 2022 and 2021 55 Grants of Plan-Based Awards in Fiscal Year 2023 56 Outstanding Equity Awards at Fiscal Year 2023 End 58 Option Exercises and Stock Vested in Fiscal Year 2023 59 Nonqualified Deferred Compensation in Fiscal Year 2023 60 Change of Control 61 CEO Pay Ratio 64 Pay Versus Performance 66 Equity Compensation Plan Information 70

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 71 Management Proposals 73 Proposal 1—Election of Directors 74 Proposal 2—Approval of 2019 Equity Incentive Plan, as amended 75 Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm 84 Principal Accounting Fees and Services 85 Audit Committee Pre-Approval P olicy 85 Report of the Audit Committee 86 Proposal 4—Advisory Vote on Executive Compensation 88 Stockholder Proposals 89 Stockholder Proposals 90 Proposal 5— Stockholder Proposal Regarding Mandatory Director Resignation Policy 91 Proposal 6— Stock holder Proposal Regarding Reporting on Hiring of Persons with Arrest or Incarceration Records 93 Information about the Meeting, Voting and Proxies 96 Date, Time and Place of Meeting 97 Quorum for the 2024 Annual Meeting 97 Proxy Materials are Available on the Internet 97 Participating in Our Virtual Annual Meeting 97 Voting 98 Reporting of Voting Results 100 Householding of Proxy Materials 100 Annual Report 100 Proxy Solicitation Costs 100 Stockholder Proposals and Nominations for the Next Annual Meeting 101 Annex A—Non-GAAP Measures A- 1 Annex B—2019 Equity Incentive Plan, as amended B-1 Table of Contents Proxy Statement Summary About Adobe 2 Fiscal Year 2023 Financial Highlights 2 Director Nomine es 3 Corporate Governance Highlights 4 Stockholder Engagement 4

Executive Compensation Highlights

Executive Compensation Highlights 5 Environmental, Social and Governance 6 The proxy materials, which include this proxy statement, proxy card, Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and our 2023 Annual Report on Form 10-K, are being distributed and made available on or about March 1, 2024. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2024 annual meeting of stockholders ("2024 Annual Meeting"). In this proxy statement, the terms "Adobe," "we," "our," and "Company" refer to Adobe Inc. This summary does not contain all of the information you should consider. Please read this entire proxy statement carefully before voting. 2024 Proxy Statement 1 Table of Contents About Adobe Changing the world through personalized digital experiences Founded in 1982, Adobe is a global technology company with a mission to change the world through personalized digital experiences. For over four decades, Adobe's innovations have transformed how individuals, teams, businesses, enterprises, institutions, and governments engage and interact across all types of media. Our products, services and solutions are used around the world to imagine, create, manage, deliver, measure, optimize and engage with content across surfaces and fuel digital experiences. We have a diverse user base that includes consumers, communicators, creative professionals, developers, students, small and medium businesses and enterprises. We are also empowering creators by putting the power of artificial intelligence ("AI") in their hands, and doing so in ways we believe are responsible. Our products and services help unleash creativity, accelerate document productivity and power businesses in a digital world. Fiscal Year 2023 Financial Highlights Total Revenue ($B) 10% year-over-year growth Digital Media Revenue ($B) 11% year-over-year growth Digital Experience Re

Executive Compensation

Executive Compensation Governance and Sustainability Cristiano Amon DIRECTOR President and CEO, Qualcomm 53 Oct 2023 Yes M Amy Banse DIRECTOR Partner, Mosaic General Partnership (formerly Mastry, Inc.) 64 May 2012 Yes C M Brett Biggs DIRECTOR Former EVP and CFO, Walmart 55 Jan 2022 Yes M Melanie Boulden DIRECTOR Grp. President Prepared Foods & Chief Growth Officer, Tyson Foods 51 Oct 2020 Yes M Frank Calderoni LEAD DIRECTOR CEO, Velocity Global 66 May 2012 Yes C Laura Desmond DIRECTOR CEO, Smartly.io 58 May 2012 Yes M Shantanu Narayen CHAIR Chair and CEO, Adobe 60 Dec 2007 No Spencer Neumann DIRECTOR CFO, Netflix 54 Jan 2022 Yes M Kathleen Oberg DIRECTOR CFO and EVP, Development, Marriott International 63 Jan 2019 Yes C M Dheeraj Pandey DIRECTOR Chair and CEO, DevRev 48 Jan 2019 Yes M David Ricks DIRECTOR Chair and CEO, Eli Lilly and Company 56 Apr 2018 Yes M Daniel Rosensweig DIRECTOR President, CEO, and Co-Chair, Chegg.com 62 Jan 2009 Yes M C Chair M Member ________________________ (1) If director nominees are elected by stockholders, committee composition immediately following the 2024 Annual Meeting will be unchanged. Director Attributes Average Age 57 years Average Tenure 7.6 years Independence 92% Directors w/ Gender or Demographic Diversity 58% 12 directors Executive Leadership 12 directors Operations 4 directors Sales, Marketing & Brand Management 12 directo

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