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): January 24, 2019 (January 17, 2019)
Adobe Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
Delaware
|
|
0-15175
|
|
77-0019522
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
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))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
□
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
□
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On January 22, 2019, the Board of Directors (the “
Board
”) of Adobe Inc. (“
Adobe
” or the “
Company
”) appointed Kathleen (“Leeny”) Oberg and Dheeraj Pandey to the Board. These appointments were made to fill vacancies created by an increase in the size of the Board from eleven to thirteen members. Ms. Oberg and Mr. Pandey will each serve a term of office expiring at Adobe’s 2019 Annual Meeting of Stockholders (the “
Annual Meeting
”). Ms. Oberg and Mr. Pandey were also appointed to the Audit Committee of the Board.
There is no arrangement or understanding between either Ms. Oberg or Mr. Pandey, respectively, and any other persons pursuant to which either of them were selected as a director. Since the beginning of our last fiscal year through the date hereof, there have been no transactions with Adobe, and there are currently no proposed transactions with Adobe in which the amount involved exceeds $120,000 and in which either Ms. Oberg or Mr. Pandey had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
As non-employee directors, Ms. Oberg and Mr. Pandey will receive cash and equity compensation in accordance with Adobe’s FY ’19 and FY ’20 Non-Employee Director Compensation Policy, which is filed herewith and is incorporated herein by reference. In connection with their compensation, Ms. Oberg and Mr. Pandey were each granted an initial award of 267 restricted stock units on January 22, 2019. Additional information regarding Adobe’s compensation programs for the members of its Board is contained in Adobe's Definitive Proxy Statement filed on March 2, 2018 (the “
Proxy Statement
”).
A copy of our press release announcing the appointment of Ms. Oberg and Mr. Pandey to Adobe’s Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(b)
On January 17, 2019, Edward Barnholt and Robert Burgess informed the Board of their decisions not to stand for re-election to Adobe’s Board of Directors at the Annual Meeting. Messrs. Barnholt and Burgess will continue to serve as directors until the Annual Meeting, at which time the Board will be reduced in size to eleven members.
On January 24, 2019, Adobe announced that Brad Rencher is stepping down from his position as Executive Vice President and General Manager, Digital Experience, effective March 1, 2019. A copy of the press release is furnished and attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
ADOBE INC.
|
|
|
|
|
|
By:
|
/s/ Dana Rao
|
|
|
|
Dana Rao
|
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Date: January 24, 2019
EXHIBIT 10.1
ADOBE INC.
FY ’19 AND FY ’20 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(Effective First Day of FY 2019)
Cash Compensation
Board Member Annual Retainer
Board Chair Annual Retainer
|
|
|
|
•
|
$50,000 annual fee for each Chair
|
Lead Director Annual Retainer
|
|
|
|
•
|
$50,000 annual fee to the extent the Board has a Lead Director
|
Committee Member Annual Retainers
|
|
|
|
•
|
Audit Committee - $20,000 annual fee
|
|
|
|
|
•
|
Executive Compensation Committee - $15,000 annual fee
|
|
|
|
|
•
|
Nominating and Governance Committee - $10,000 annual fee
|
Committee Chair Retainers
|
|
|
|
•
|
Audit Committee - $40,000 annual fee
|
|
|
|
|
•
|
Executive Compensation Committee - $30,000 annual fee
|
|
|
|
|
•
|
Nominating and Governance Committee - $20,000 annual fee
|
The annual retainers described above for Board Chair, Lead Director, Committee Member and Committee Chair service are in addition to the base $60,000 Board Member annual retainer. A Committee Chair receives the Chair retainer for the applicable Committee, but does not also receive the Committee Member Annual Retainer. All cash compensation is earned on a fiscal year basis, paid at the end of each quarter. Directors who commence service mid-quarter or who terminate service mid-quarter will receive pro-rated retainers to be paid at the end of the applicable quarter.
Each Director may elect to defer 5% to 100% of their Committee and/or retainer fees in the Adobe Deferred Compensation Plan by timely submitting an election to the Company.
Equity Compensation
New Director Restricted Stock Unit Award
A restricted stock unit award will be granted to each new Director on the date that the new Director is appointed to the Board of Directors based on the following conditions:
|
|
|
|
•
|
The award will be based upon a maximum target grant value of $285,000
|
|
|
|
|
•
|
The actual target grant value will be calculating by pro-rating the $285,000 maximum target grant value based on the number of calendar days remaining before (1) the next Annual Meeting of Shareholders, if scheduled, or (2) the date of the first anniversary of our last Annual Meeting of Shareholders, if the next Annual Meeting of Shareholders is not yet scheduled
|
|
|
|
|
•
|
The actual target grant value (as calculated directly above) shall be converted into the number of shares underlying the award based on the average closing stock price over the 30 calendar days ending on the day before the date of grant (rounded down to the next whole share)
|
|
|
|
|
•
|
The award will vest 100% on the day immediately preceding the date of our next Annual Meeting of Stockholders
|
|
|
|
|
•
|
If the pro-rated actual target grant value of the award is less than $10,000, no equity grant shall be made to the new Director
|
Annual Restricted Stock Unit Award
An annual restricted stock unit award will be granted to each Director on the business day immediately following the date of our Annual Meeting of Stockholders based on the following conditions:
|
|
|
|
•
|
The award shall have a target grant value of $285,000
|
|
|
|
|
•
|
The target grant value shall be converted into the number of shares underlying the award based on the average closing stock price of Adobe common stock over the 30 calendar days ending on the day before the date of grant (rounded down to the next whole share)
|
|
|
|
|
•
|
The award will vest 100% on the day immediately preceding the date of our next Annual Meeting of Stockholders
|
Each Director may elect to defer 100% of their restricted stock unit awards in the Adobe Deferred Compensation Plan by timely submitting an election to the Company.
All equity grants are subject to our Stock Ownership Guidelines.
This policy will be reviewed biennially.
EXHIBIT 99.1
Public Relations Contact
Dan Berthiaume
Adobe
408-536-2584
dberthia@adobe.com
Investor Relations Contact
Mike Saviage
Adobe
408-536-4416
ir@adobe.com
FOR IMMEDIATE RELEASE
Adobe Names Leeny Oberg and Dheeraj Pandey to its Board of Directors
Adobe Board Directors Edward Barnholt and Robert Burgess to Retire in April
SAN JOSE, Calif. - Jan. 24, 2019
-
Adobe (Nasdaq:ADBE) today announced the appointments of Leeny Oberg and Dheeraj Pandey to its board of directors, effective Jan. 22, 2019. In addition, current board directors Edward “Ned” Barnholt and Robert “Rob” Burgess have each announced their intent to retire and step down from the Adobe board, effective at the end of their respective terms in April. Barnholt is the retired chairman, president and CEO of Agilent Technologies and served as the chair of the Adobe board’s nominating and governance committee for over a decade. Burgess is the former chairman and CEO of Macromedia, Inc. Both joined the Adobe board in 2005, a tenure that includes Adobe’s transformative shift to a cloud-based subscription model, expansion into new markets, including digital experiences, and growth of Adobe revenue to more than $9 billion annually.
“I want to thank Ned and Rob for their leadership and trusted counsel during a phenomenal period of growth for Adobe. We are a stronger company today because of their contributions,” said Shantanu Narayen, chairman, president and CEO, Adobe.
Oberg has served as the CFO of Marriott International since 2016. Prior to that role, she was the CFO for The Ritz-Carlton Hotel Company, a wholly-owned subsidiary of Marriott, where she contributed significantly to the brand’s performance, growth and organizational effectiveness. Oberg has held a range of financial leadership positions with Marriott since first joining the company in 1999, including an assignment in London as senior vice president, International Project Finance and Asset Management for Marriott in EMEA. Her experience also includes financial leadership roles at Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs and Chase Manhattan Bank. Oberg earned a degree in Commerce from the University of Virginia, McIntyre School of Business and an M.B.A. from the Stanford University Graduate School of Business.
Pandey is the founder, CEO and chairman of Nutanix (Nasdaq:NTNX), a global leader in enterprise cloud software and hyperconverged infrastructure solutions. Prior to founding Nutanix, Pandey was the vice president of engineering at Aster Data (now Teradata), where he helped build and lead its product and engineering teams. His technology and enterprise software experience also includes engineering and leadership roles at Oracle Corporation, Zambeel, Inc., and Trilogy Software, Inc. Pandey has been recognized with several prestigious industry awards including Dell’s Founders 50 and the E&Y Entrepreneur of the Year, Silicon Valley. Pandey holds a degree in Computer Science from the Indian Institute of Technology, Kanpur, and an M.S. in Computer Science from the University of Texas at Austin. He was a Graduate Fellow of Computer Science in the University of Texas at Austin Ph.D. program.
“Leeny and Dheeraj are welcome additions to Adobe’s board. Their expertise and leadership will be invaluable as Adobe continues to empower more people to create, and as we broaden our appeal to the enterprise and reimagine the digital experiences we deliver to customers,” said Narayen.
About Adobe
Adobe is changing the world through digital experiences. For more information, visit
www.adobe.com
.
© 2019 Adobe Inc. All rights reserved. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe in the United States and/or other countries. All other trademarks are the property of their respective owners.
EXHIBIT 99.2
Public Relations Contact
Dan Berthiaume
Adobe
408-536-2584
dberthia@adobe.com
Investor Relations Contact
Mike Saviage
Adobe
408-536-4416
ir@adobe.com
FOR IMMEDIATE RELEASE
Adobe Announces Organization Change
Company Announces Broad New Enterprise Organization
SAN JOSE, Calif. - Jan. 24, 2019
-
Adobe (Nasdaq:ADBE) today announced that Executive Vice President and General Manager of its Digital Experience business Brad Rencher will be leaving the company. Rencher joined Adobe in 2009 as part of the company’s acquisition of Omniture and has been at the helm of the Digital Experience business as it has grown into the category leader through both strategic acquisitions and organic innovation.
Coming off of a record 2018 and the acquisitions of Magento and Marketo, Adobe CEO Shantanu Narayen will create a broad new organization that includes product, sales, marketing, services and support. Narayen will oversee this newly aligned business until a new leader is identified. Rencher will stay on as a special advisor to ensure a smooth transition.
Adobe Experience Cloud is the industry’s most comprehensive offering and the foundation for digital transformation for thousands of enterprise, mid-market and small business customers across the globe. Adding to its leadership in analytics, content management, advertising and marketing, Adobe recently acquired Marketo, the leader in B2B marketing, and Magento, an industry leader in e-commerce.
“Brad has had a tremendous impact at Adobe, helping establish our vision for digital marketing as well as driving our growth and leadership in the broader digital experience category,” said Shantanu Narayen, president and CEO, Adobe. “I have valued my partnership with Brad over the past decade, thank him for his tremendous contributions and wish him every success.”
About Adobe
Adobe is changing the world through digital experiences. For more information, visit
www.adobe.com
.
###
© 2019 Adobe Inc. All rights reserved. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe in the United States and/or other countries. All other trademarks are the property of their respective owners.
