ADOBE INC. (Form: 8-K, Received: 01/10/2022 16:21:50)

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 10, 2022 (January 7, 2022)

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	ADBE	NASDAQ Global Select Market

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 7, 2022, the Board of Directors (the “Board”) of Adobe Inc. (“Adobe”) appointed Brett Biggs and Spencer Neumann to the Board. These appointments were made to fill vacancies created by the retirement of a director and an increase in the size of the Board from eleven to twelve members. Messrs. Biggs and Neumann will serve a term of office expiring at Adobe’s 2022 Annual Meeting of Stockholders. Messrs. Biggs and Neumann were also appointed to the Audit Committee of the Board.

There is no arrangement or understanding between each of Mr. Biggs and Mr. Neumann and any other persons pursuant to which each was 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 Messrs. Biggs and Neumann 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, Messrs. Biggs and Neumann will each receive cash and equity compensation in accordance with Adobe’s FY ’21 and FY ’22 Non-Employee Director Compensation Policy, which is filed as Exhibit 10.12 to Adobe’s Form 10-K (File No. 000-15175) filed with the Securities and Exchange Commission (“SEC”) on January 15, 2021. In connection with their compensation, Messrs. Biggs and Neumann were each granted an initial award of 137 restricted stock units on January 7, 2022. Additional information regarding Adobe’s compensation programs for the members of its Board is contained in Adobe's Definitive Proxy Statement filed on March 5, 2021.

A copy of our press release announcing the appointment of Messrs. Biggs and Neumann to Adobe’s Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

Filing Date

Exhibit Number

SEC File No.

Filed
Herewith

99.1

Press release issued on January 10, 2022 titled "Adobe Names Brett Biggs and Spencer Neumann to its Board of Directors"

104

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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 10, 2022

Exhibit 99.1

Public Relations contact

Ashley Levine

Adobe

aslevine@adobe.com

Investor Relations contact

Jonathan Vaas

Adobe

ir@adobe.com

FOR IMMEDIATE RELEASE

Adobe Names Brett Biggs and Spencer

Neumann to its Board of Directors

SAN JOSE, Calif. — Jan. 10, 2022 — Adobe (Nasdaq:ADBE) today announced the appointment of Brett Biggs and Spencer Neumann to its board of directors, effective immediately. The addition of Biggs and Neumann brings Adobe’s board of directors to 12 members following the announcement in November 2021 that Jim Daley was retiring after nearly two decades as an Adobe director.

Biggs is currently executive vice president and chief financial officer for Walmart Inc., where he is responsible for all global finance and indirect procurement functions as well as corporate strategy. His oversight has also included the company’s global Enterprise Business Services work to drive innovation and deliver digital technology and finance transformation initiatives worldwide. Biggs previously held the roles of chief financial officer for Walmart International, Walmart U.S. and Sam’s Club. Prior to joining Walmart in 2000, Biggs held various M&A and corporate finance positions with Leggett & Platt, Phillips Petroleum Co. and Price Waterhouse. He serves on the American Red Cross Board of Governors, Walton Arts Center Board and the Board of Regents at Pepperdine University. Within Walmart, he serves on the Walmart Foundation Board and is an executive sponsor for the Hispanic/Latino Resource Group. He holds a B.A. in accounting from Harding University and an MBA from Oklahoma State University.

Neumann is currently chief financial officer for Netflix, a role he has held since January 2019. Before joining Netflix, Neumann served as Activision Blizzard’s Chief Financial Officer and previously held several senior positions at The Walt Disney Company, including CFO and executive vice president of Global Guest Experience of Walt Disney Parks and Resorts. Prior to that, he worked at private equity firms Providence Equity Partners and Summit Partners. Neumann is a member of the national board of directors of Make-A-Wish America. He holds a B.A. in economics from Harvard University and an MBA from Harvard University.

“Brett and Spencer bring deep experience in content, direct-to-consumer businesses, global operations and digital transformation. We will benefit from their expertise as Adobe continues to enable creativity for all, accelerate document productivity and power digital businesses across the globe,” said Shantanu Narayen, chairman and CEO, Adobe. “We also want to thank Jim Daley for his incredible dedication and contributions to Adobe during his 20-year tenure as a director.”

About Adobe

Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.

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