0000796343false00007963432023-10-252023-10-25
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): October 26, 2023 (October 25, 2023)
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 October 25, 2023, the Board of Directors (the “Board”) of Adobe Inc. (“Adobe”) appointed Cristiano Amon to the Board, effective immediately. The appointment was made to fill a vacancy on the Board. Mr. Amon will serve a term of office expiring at Adobe’s 2024 Annual Meeting of Stockholders. Mr. Amon was also appointed to the Executive Compensation Committee of the Board.
There is no arrangement or understanding between Mr. Amon and any other persons pursuant to which he was selected as a director. Other than as disclosed herein, there are no transactions involving Adobe and Mr. Amon that Adobe would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Amon has entered into Adobe's standard form of indemnity agreement, the form of which is attached as Exhibit 10.12 to Adobe's Form 10-Q (File No. 000-15175) filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 26, 2009.
As a non-employee director, Mr. Amon will receive cash and equity compensation in accordance with Adobe’s FY ’23 and FY ’24 Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.11 to Adobe’s Form 10-K (File No. 000-15175) filed with the SEC on January 17, 2023. In connection with his appointment, Mr. Amon was granted an initial award of 289 restricted stock units on October 25, 2023. Additional information regarding Adobe’s compensation programs for the members of the Board is contained in Adobe's Definitive Proxy Statement filed on March 3, 2023.
A copy of the press release announcing the appointment of Mr. Amon 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
| 104 |
|
Cover Page Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
|
|
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: October 26, 2023
EX-99.1
2
adbeex991newdirector.htm
EX-99.1
Document
Exhibit 99.1
Public relations contact
Ashley Levine
Adobe
adobepr@adobe.com
Investor relations contact
Jonathan Vaas
Adobe
ir@adobe.com
Adobe Appoints Cristiano Amon to its Board of Directors
SAN JOSE, Calif. — Oct. 26, 2023 — Adobe (Nasdaq: ADBE) today announced that Cristiano Amon has been appointed to its board of directors. Amon currently serves as president and chief executive officer of Qualcomm Incorporated, a role he assumed in 2021. Amon brings deep technical, mobile and AI experience to Adobe’s board. The Adobe Board now consists of 12 board members with the addition of Amon.
Before becoming chief executive officer, Amon served as president of Qualcomm where he spearheaded Qualcomm’s 5G strategy and drove the expansion and diversification of the business to serve multiple industries, including automotive, computing, VR and AR, networking and industrial. He has overseen the successful execution and integration of acquisitions to augment Qualcomm’s capabilities in areas such as advanced driver assistance systems (ADAS), spatial computing, advanced CPU and RF Front End. Amon has held numerous leadership roles at Qualcomm since joining the company in 1995, including leading Qualcomm’s semiconductor business and overall responsibility for Snapdragon® processors.
Amon has also served as chief technical officer for Vésper, a wireless operator in Brazil, and held leadership positions at NEC, Ericsson and Velocom. Amon holds a B.S. degree in Electrical Engineering and an honorary doctorate from Universidade Estadual de Campinas, São Paulo, Brazil. He is a member of the President’s Export Council, vice chair of the U.S.-China Business Council and currently serves on the board of directors for the nonprofit Father Joe’s Villages.
"Cristiano's deep technical expertise and leadership in mobile, AI and global operations will be invaluable as Adobe empowers millions more people to create, collaborate, and deliver personalized digital experiences across surfaces,” said Shantanu Narayen, chair and chief executive officer at Adobe. “I look forward to working with him to continue to expand our business and further increase shareholder value.”
About Adobe
Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.
###
© 2023 Adobe. 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.
エドガーで原本を確認する
