0000796343false00007963432021-01-252021-01-25
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): January 27,
2022 (January 24, 2022)
ADOBE INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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0-15175 |
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77-0019522 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
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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.
(e) 2022
Performance Share Program
On January 24, 2022, the Executive Compensation Committee (the
“Committee”)
of the Board of Directors (the “Board”)
of Adobe Inc. (the “Company”
or “Adobe”)
approved the 2022 Performance Share Program (the
“Program”)
under the terms of the Company’s 2019 Equity Incentive Plan. The
Committee established the Program to help focus key employees on
building stockholder value, provide significant award potential for
achieving outstanding Company performance, and enhance the ability
of the Company to attract and retain highly talented individuals.
Members of the Company’s executive management team and other key
members of senior management were selected by the Committee to
participate in the Program for fiscal year 2022. The Committee
granted awards under the Program on January 24, 2022 in the form of
a target award and a maximum award of performance shares
(“Performance
Shares”).
Under the Program, shares of Adobe’s common stock may be earned
based on the achievement of both (i) objective relative total
stockholder return (the “TSR
Goal”)
measured over a three-year performance period comprised of calendar
years 2022-2024 and (ii) a Net New Sales goal (the
“Net
New Sales Goal”),
determined and measured annually over a three-year performance
period comprised of Adobe’s fiscal years 2022-2024. Each
performance goal is weighted 50% and achievement is determined
independently of the other. Eligible participants can earn between
0% and 200% (the payout cap under the Program) of their target
number of Performance Shares.
Achievement of the TSR Goal is based on the TSR of Adobe’s common
stock during the performance period compared to that of companies
that comprise the NASDAQ 100 Index as of January 1, 2022 (the
“Index
Companies”).
Generally, the TSR of Adobe and each Index Company will first be
measured as the 90-calendar day average closing sales price ending
on December 31, 2021 and then compared with the 90-calendar day
average closing sales price for the period ending on December 31,
2024. No shares under the TSR Goal will be awarded if Adobe’s TSR
performance ranks below the 25th percentile for the performance
period. Additionally, regardless of Adobe’s relative position with
respect to the Index Companies, the award with respect to the TSR
Goal will be capped at 100% of target if Adobe has a negative
absolute TSR over the performance period.
Achievement of the Net New Sales Goal is based on (a) net new
annualized recurring revenue (“ARR”)
in Digital Media and (b) subscription revenue growth in Digital
Experience. The Net New Sales Goal will be separately determined by
the Committee for each fiscal year in the three-year performance
period, and the level of achievement of each goal will be certified
by the Committee following the applicable fiscal year. However, no
amount earned with respect to a completed fiscal year under the Net
New Sales Goal will be vested until the later of (i) January 24,
2025 and (ii) the certification date that occurs at the end of the
entire performance period (such later date, the
“Vesting
Date”).
As described in our Annual Report on Form 10-K for the fiscal year
ended December 3, 2021, we define ARR as the sum of Creative ARR
and Document Cloud ARR. We define Creative ARR as the sum of: (1)
the annual value of Creative Cloud subscriptions and services, plus
(2) the annual contract value of Creative Enterprise Term License
Agreements. We define Document Cloud ARR as the sum of: (1) the
annual value of Document Cloud subscriptions and services, plus (2)
the annual contract value of Document Cloud Enterprise Term License
Agreements.
The Committee will certify actual performance achievement of the
TSR Goal and the Net New Sales Goal for fiscal year 2024 following
the performance periods in 2024. All earned Performance Shares will
vest on the Vesting Date. Vesting is subject to a participant’s
continued service to Adobe (or an affiliate) through the Vesting
Date, subject to specific exceptions in the event of a change of
control or termination by reason of death or disability.
Accordingly, the Performance Shares align our executives’ interests
with those of our stockholders, while serving as a key retention
mechanism over the long term.
The target awards and maximum awards for the Performance Shares
granted to the Company’s principal executive officer, principal
financial officer and other named executive officers* on January
24, 2022 are set forth below.
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Officer |
Title |
Target
Award**
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Maximum
Award
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Shantanu Narayen
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Chairman and Chief Executive Officer |
46,822 |
93,644 |
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Daniel Durn
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Executive Vice President and Chief Financial Officer |
9,694 |
19,388 |
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Anil Chakravarthy |
President, Digital Experience |
9,694 |
19,388 |
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Scott Belsky
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Chief Product Officer and Executive Vice President, Creative
Cloud |
9,694 |
19,388 |
* For purposes of this filing, the term “other named executive
officers” refers to other executive officers who received awards
and for whom disclosure was required in our most recent filing with
the Securities and Exchange Commission under the Securities Act of
1933 or the Securities Exchange Act of 1934 that required
disclosure pursuant to Item 402(c) of Regulation S-K (and excludes
Abhay Parasnis who, as previously announced, will remain in his
current role as Executive Vice President and Chief Technology
Officer until early 2022 and did not receive an
award).
** 50% of the target award is allocated to each of the TSR Goal and
the Net New Sales Goal.
A participant may receive less than his or her target award, and in
no event may actual shares earned exceed the maximum award.
Any shares issued under the Program are subject to recoupment in
accordance with the Company’s clawback policies.
The description of the Program contained herein is a summary of the
material terms of the Program, does not purport to be complete, and
is qualified in its entirety by reference to the Program used in
connection with the 2019 Equity Incentive Plan, which is
incorporated herein by reference as Exhibit 10.1. Copies of the
Program and the form of 2022 Performance Share Award Grant Notice
and Performance Share Award Agreement for use in connection with
grants under the Program are filed herewith as Exhibits 10.2 and
10.3, respectively, and are incorporated herein by
reference.
2022 Executive Annual Incentive Plan
On January 24, 2022, the Committee approved the terms of the 2022
Executive Annual Incentive Plan (the “Incentive
Plan”).
The Incentive Plan is designed to drive revenue growth and
profitability, encourage accountability, drive execution of
short-term priorities tied to long-term strategy and annual
operating plan objectives, and recognize and reward the Company’s
executives upon the achievement of certain objectives.
Executive officers and employees who are Vice President level or
above are eligible to participate in the Incentive Plan. Pursuant
to the Incentive Plan, participants are eligible to receive an
incentive bonus calculated as a percentage of their base salary.
The Committee selected the participants under the Incentive Plan on
January 24, 2022.
The Incentive Plan requires that the Company achieve (1) at least
90% of the GAAP revenue target set forth in the annual operating
plan for fiscal year 2022 as approved by the Board at the beginning
of the fiscal year (the “FY22
Operating Plan”)
and (2) at least 90% of the non-GAAP earnings per share target set
forth in the FY22 Operating Plan, as minimum performance thresholds
before participants may earn any incentive bonus under the
Incentive Plan. If these initial thresholds are achieved, each
participant is eligible to earn a maximum bonus equal to 200% of
such participant’s Target Award (the “Maximum
Award”).
The “Target
Award”
is calculated by multiplying a participant’s base salary (prorated
for any changes during the fiscal year) by a Committee-approved
target bonus percentage.
For fiscal year 2022, the Target Award and the Maximum Award,
expressed as a percentage of base salary for the Company’s
principal executive officer, principal financial officer and other
named executive officers are set forth below.
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Officer |
Title |
Target
Award
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Maximum
Award
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Shantanu Narayen
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Chairman and Chief Executive Officer |
200%
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400%
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Daniel Durn
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Executive Vice President and Chief Financial Officer |
100%
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200%
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Anil Chakravarthy
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President, Digital Experience |
100%
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200%
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Scott Belsky
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Chief Product Officer and Executive Vice President, Creative
Cloud |
100%
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200%
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The Maximum Award for each participant is subject to adjustment
based on the Company’s or the participant’s performance. A
participant’s “Actual
Award”
is comprised of:
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Actual Award ($)*
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= |
Corporate Performance Result (%)
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X
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Individual Performance Result (%)
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X
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Target Award ($)
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* Cannot exceed Target Award unless the Financial Performance
Result (as set forth below) is at least 90%.
The Corporate Performance Result is based on our GAAP revenue and
non-GAAP EPS performance against the FY22 Operating Plan (the
“Financial
Performance Result”),
as shown on the matrix attached as Exhibit A to the Incentive
Plan.
The Financial Performance Result is subject to adjustment by the
Committee up to 25 percentage points up or down based on the
Committee’s assessment of the Company’s performance against its
corporate priorities and objectives during the performance period.
This results in the “Corporate
Performance Result”
(expressed as a percentage, which may range from 0% to
155%).
The “Individual
Performance Result”
is based on the Committee’s assessment of each participant's
individual performance including, without limitation, achievement
of individual performance goals set by the Committee at the outset
of the performance period, including diversity and inclusion goals.
The goals are specifically tailored to each participant and aligned
with the achievement of strategic objectives in the FY22 Operating
Plan. A participant’s Individual Performance Result may range from
0% to 150%.
Once each component described above is certified by the Committee,
the Actual Award earned by each participant under the Incentive
Plan is determined based on the formula and terms
above.
Any amounts paid under the Incentive Plan are subject to recoupment
from participants in accordance with the Company’s clawback
policies.
The description of the Incentive Plan contained herein is a summary
of the material terms of the Incentive Plan, does not purport to be
complete, and is qualified in its entirety by reference to the
Incentive Plan, which is filed herewith as Exhibit 10.4 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Incorporated by Reference |
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Exhibit Number |
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Exhibit Description |
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Form |
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Filing Date |
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Number |
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SEC File No. |
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Filed Herewith |
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10.1 |
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8-K |
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4/12/19 |
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10.1 |
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000-15175 |
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10.2 |
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X |
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10.3 |
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X |
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10.4 |
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X |
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104 |
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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) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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ADOBE INC. |
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Date: January 27, 2022
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By: |
/s/ DANIEL DURN |
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Daniel Durn |
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Executive Vice President and Chief Financial Officer |
Adobe (NASDAQ:ADBE)
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