8-KCorporate ChangesExhibits & Filings

ADOBE INC. 8-K Report, Bylaw Amendment (Sep 2, 2016)

Filed September 2, 2016For Securities:ADBE

Summary

Adobe Inc. (ADBE) filed an 8-K on September 2, 2016, detailing amendments to its corporate bylaws, effective August 31, 2016. The primary change is the implementation of proxy access, allowing long-term stockholders meeting specific ownership and holding period requirements to nominate directors for inclusion in the company's proxy materials. This move is significant as it introduces a new avenue for shareholder influence on board composition. Furthermore, the company updated its advance notice requirements for director nominations. The window for stockholders to submit nominations outside of proxy access has been adjusted, requiring notice between 90 and 120 days prior to the anniversary of the prior year's proxy material release. These changes reflect a broader corporate governance evolution and aim to balance shareholder rights with the board's oversight responsibilities.

Key Highlights

  • 1Adobe Systems Incorporated amended and restated its bylaws on August 31, 2016, implementing proxy access.
  • 2The Restated Bylaws allow stockholders owning at least 3% of common stock for a minimum of three years to nominate directors.
  • 3Proxy access nominees can constitute up to the greater of two directors or 20% of the Board.
  • 4The company updated the advance notice period for stockholder director nominations to 90-120 days prior to the anniversary of the prior year's proxy material release.
  • 5The previous notice period for nominations was 75-105 days.
  • 6The amendments also include administrative and conforming changes, such as eliminating the requirement for an annual Board meeting and reflecting that all directors are elected annually since 2013.
  • 7The Amended and Restated Bylaws are filed as Exhibit 3.2 to the 8-K.

Frequently Asked Questions

Proxy access is a provision that allows certain long-term shareholders (owning at least 3% for at least 3 years) to nominate directors for the company's board and include those nominees in Adobe's official proxy materials. This provides shareholders with a more direct way to influence board composition.

For proxy access nominations, shareholders must own at least 3% of Adobe's outstanding common stock continuously for at least three years, and satisfy other specified requirements. For nominations outside of proxy access, written notice must be provided between 90 and 120 days prior to the anniversary of the prior year's proxy material release.

The window for shareholders to submit nominations (outside of proxy access) has been widened and shifted. It is now 90 to 120 days prior to the anniversary of the prior year's proxy material release, compared to the previous 75 to 105-day window.

Yes, the amendments also include administrative changes, such as eliminating the mandatory annual Board meeting and reflecting that all directors have been elected annually since Adobe's 2013 annual meeting.