ADOBE INC
For the period ended Apr 22, 2025. Filed Feb 28, 2025.
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Apr 22, 2025 · Filed Feb 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)
| Filed by the Registrant x | |
|---|---|
| Filed by a Party other than the Registrant ¨ | |
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
| Adobe Inc. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Tuesday, April 22, 2025
9:00 a.m. Pacific Time
www.virtualshareholdermeeting.com/ADBE2025
To our stockholders, customers, employees and partners,
Adobe is a global technology company with a mission to change the world through personalized digital experiences. For over four decades, Adobe’s innovations have transformed how individuals, teams, businesses, enterprises, institutions, and governments engage and interact across all types of media. Our products, services and solutions are used around the world to imagine, create, manage, deliver, measure, optimize and engage with content across surfaces and fuel digital experiences. We have a diverse user base that includes consumers, communicators, creative professionals, developers, students, small and medium businesses and enterprises. We are also empowering our customers by putting the power of AI in their hands, and doing so in ways we believe are responsible. Our products and services help unleash creativity, accelerate document productivity and power businesses in a digital world.
A MOMENTOUS 2024
In fiscal year 2024, we delivered record revenue of $21.51 billion across our two businesses, Digital Media and Digital Experience, representing 11% year-over-year growth. GAAP diluted earnings per share was $12.36, representing 5% year-over-year growth. In our Digital Media business, comprised of our Creative Cloud and Document Cloud applications, we delivered revenue of $15.86 billion, which grew 12% year-over-year. Our Digital Experience business, with solutions spanning the entire customer funnel from acquisition to monetization to retention, delivered revenue of $5.37 billion, making us one of the mission-critical providers of marketing technology in the world. We exited the year with $19.96 billion in remaining performance obligations, and cash and short-term investments of $7.89 billion.
DIFFERENTIATED VISION AND STRATEGY
Adobe is uniquely positioned to build on its decade of artificial intelligence (“AI”) innovation and capitalize on the explosive growth of generative AI and digital content. As
customer needs have evolved amidst the proliferation of digital surfaces, media types and channels, we are continuing to focus on supporting creative professionals across core creative categories like imaging, design, illustration and video with superior power and precision. We are enabling marketers to streamline creativity and marketingfor greater impact, by bringing content and performance data together and enabling personalization to the individual customer, in real time at unprecedented scale. For business professionals and consumers, we are amplifying creativity and productivityby enabling anyone regardless of age or experience level to express themselves in quick, easy and compelling ways.
Our highly differentiated approach to generative AI innovations puts ethics, responsibility and provenance at the forefront and always with customer trust in mind. We are innovating across the full AI technology stack: data, models and interfaces, natively integrating AI across all our existing and new offerings, because that is the only way to deliver AI in a way that enhances customers’ work. This approach is rooted in Adobe’s belief that creativity is a uniquely human trait and that AI has the power to assist and amplify human ingenuity and enhance creativity, not replace it.
The tremendous staying power and impact that technologies like PostScript, Photoshop and PDF have had in the market is a result of our focus on architecture as part of our ecosystem approach to innovation. We continued to execute against our aggressive product roadmap, delivering foundational technology platforms that set us up for continued growth in fiscal year 2025 and beyond. By building foundational platforms, advancing collaboration with customers, partners and community members and developing industry standards that drive broad impact across the digital ecosystem, we are adding value at multiple points in the marketplace. This proven approach sets us up to accelerate and scale at unprecedented speed, while ensuring that we are building trust with all members of our broad community throughout the entire process.
Digital Media
Our strategy with Adobe Creative Cloudis to advance the state-of-the-art across all creative categories including imaging, video and design, while empowering more first-time creators to express themselves and collaborate in sharing their stories with the world. We have delivered hundreds of innovations across our flagship applications—Photoshop, Illustrator, InDesign, Lightroom and Premiere Pro—elevating the state of the art in imaging, graphic design, video, illustration and increasingly 3D. Notable innovations include adjustment presets and adjustment brushes in Photoshop, major performance and workflow improvements in Illustrator and a new web-based 3D illustration tool for graphic designers called Project Neo (in beta). We reimagined pro video workflows end to end across editing, audio, color and effects in Premiere Pro enabling faster video editing and released a major update of Frame.io, offering seamless creative management for video projects and seamless collaboration between editors and their stakeholders. We introduced multiple generative AI models in Adobe Firefly, our family of creative generative AI models, including Imaging, Vector, Design and Video (in beta). Adobe now has a comprehensive set of commercially safe generative AI models for creative content, offering unprecedented levels of output quality and user control in our applications. We are exposing the power of our creative tools and the magic of generative AI through Firefly Services APIs so organizations can generate and assemble content at scale.
We continue to reimagine creativity and productivity for a broader set of customers with Adobe Express, the quick and easy create-anything app. We released Express for Business, including support for brand controls and template locking, Firefly custom models, bulk creation and generation of variations, presentation and print capabilities, and workflows with Photoshop, Illustrator and Experience Cloud. We are working to create more streamlined and precise workflows within our tools, through features like Text-to-Template in Express and increasingly Acrobat.
Our strategy with Adobe Document Cloud is to fundamentally transform how people engage with and extract value from the digital documents that power their personal and professional lives. PDF has become a global standard for automating business and consumer workflows and Acrobat is the platform of choice to view, edit, sign, share and collaborate with these documents. We released AI Assistant in Adobe Acrobat and Reader, unlocking even greater value from the trillions of PDFs around the world. After focusing primarily on document consumption for Acrobat’s first 30 years, we are now leveraging generative AI to expand to multi-modal content creation. We have integrated Adobe Firefly image generation into our Edit PDF workflows. Acrobat AI Assistant is empowering everyone to shift from reading documents to having conversations with them to summarize and extract insights, compose emails, reports and presentations and share learnings. AI Assistant
also offers specialized AI for contracts and scanned documents, support for additional languages and the ability to analyze larger documents. In Acrobat Web, our integrations with Adobe Express allow users to generate images and quickly stylize content.
Digital Experience
Our strategy with Adobe Experience Cloudis to help enterprises deliver personalized digital experiences at scale to their customers by combining the right content, customer data and journeys in real time. We are enabling them to supercharge their marketing agility and customer engagement while driving growth and profitability. This year, we celebrated the five-year anniversary of Adobe Experience Platform (“AEP”), the industry-leading real-time customer data platform, which we conceived and built from scratch, and which became the latest billion-dollar book of business in our Digital Experience portfolio. We released AEP AI Assistant to enhance the productivity of marketing practitioners through generative AI, while expanding access to native AEP applications. We set the stage to drive an AI content revolution by bringing content and data together in Adobe GenStudio, integrating high-velocity creative expression with enterprise activation. With Adobe GenStudio, we are bringing together products across our clouds including Creative Cloud, Adobe Experience Manager, Workfront, Adobe Journey Optimizer and Customer Journey Analytics as well as Adobe Express for Business to address the massive content supply chain opportunity. Our approach to empower marketers to quickly plan, create, manage, activate and measure on-brand content is resonating with customers and validating our leadership across data, content and journeys to deliver personalized experiences at scale. We also released Adobe GenStudio for Performance Marketing, extending our end-to-end content supply chain solution and empower marketing teams to create their own ads and emails, driving impactful, personalized marketing campaigns.
With Firefly, we are ushering in a new era for our flagship products by natively integrating more AI-powered features across our portfolio and using AI to bring our clouds closer together. We are also extending our applications to integrate third-party text and media generation models and partnering strategically to offer customers greater choice in tools and further enhancing the value of our leading applications and solutions. Our deep knowledge of the PDF file format combined with OpenAI’s GPT models is a differentiator for Acrobat AI Assistant. We integrated the Pika idea-to-video model with the Generative Extend tool in Adobe Premiere Pro enabling creators to add a few seconds to the end of a video shot. Strong customer usage, value and demand for our AI solutions across all segments are driving early monetization success of new AI technologies across our Digital Media and Digital Experience businesses. We are delighted to see customer excitement and adoption for our AI solutions continue to grow. Over the past year, features like Generative Fill in Photoshop, Generative Recolor in
Illustrator, Generative Remove in Lightroom and Acrobat AI Assistant have become the most popular and highly used capabilities in our applications, enabling new levels of creativity and productivity.
OUR PURPOSE
As one of the world’s most innovative software companies whose products touch billions of people around the world, we are committed to serving the diverse needs of our customers and making a positive impact in their lives. There are three key areas where we are uniquely positioned to make an impact: Creativity for All, Adobe for All and Technology to Transform.
Through Creativity for All, we are empowering millions of creators of all ages and backgrounds to access the tools, skills and platforms needed to express themselves, reach their full potential and share their stories with the world. We have over 100 higher education institutions in the Adobe Creative Campus program globally and support K-12 student success across digital literacy and creativity by offering free access to Adobe Express for Education. We expanded Adobe Digital Academy into a flagship skilling program that aims to equip 30 million learners and teachers in the U.S., UK and India with skills in AI literacy, marketing and content creation by 2030. We launched the Adobe Film + TV Fund in collaboration with the Adobe Foundation to accelerate investment in filmmaking and advance the careers of emerging creators in the film and television industries.
Adobe for Allis our commitment to creating a company where all employees are empowered to make an impact. We were founded on the principle that great ideas come from anywhere and we believe that when people feel respected and included, they are more creative, innovative and successful. The wealth of perspectives and lived experiences that our employees bring are vital to our business growth, fueling the product innovation and value that we deliver to billions of people around the world. In 2024, we continued our commitment to fair compensation practices and the advancement of career growth for all employees through global and regional initiatives. Global advancement programs such as Adobe Leader Experience offer leadership development and internal networking and learning opportunities. Through Adobe’s Learning Fund, we provide funding for education and professional development programs to give all employees the opportunity to invest in their career at Adobe. We were proud to once again be recognized for our exceptional culture and industry leadership including being named to Wall Street Journal’s 250 Best-Managed Companies of 2024, Fortune’s World’s Most Admired Companies, Fortune’s 100 Best Companies to Work For 2024, Comparably’s Best Company Culture, Fortune’s Best Places to Work for Parents, Forbes America’s Best Companies for Veterans, the Dow Jones Best-In-Class Indices and JUST Capital’s JUST 100 Companies.
Technology to Transformis our commitment to advancing the responsible use of technology for the good of our
customers, communities and the environment. We are leading the development of industry standards for content authenticity and creator attribution. We chose to train Firefly on licensed and public domain content to offer customers a commercially safe solution that respects creator rights and doesn’t infringe on third-party intellectual property rights. We follow a rigorous review process to ensure that our AI technologies are developed and deployed responsibly and ethically, considering potential risks and impacts on users and society. Since 2019, the Adobe-led Content Authenticity Initiative has been focused on promoting the widespread adoption of provenance tools like Content Credentials and now has over 4,000 members. We have proposed that governments around the world establish a federal anti- impersonation right enabling creators to take action against those who intentionally misuse AI tools to impersonate their style. We continue to work toward reducing our impact on the planet and achieving our 100% renewable electricity by 2025 target; our investments in additive renewable electricity enabled us to support more than 70% of Adobe’s site electricity demand with wind and solar power in 2024.
LOOKING AHEAD
As customer needs continue to evolve, we are focused on delivering the offerings that advance their creativity, marketing and productivity in the age of AI. Our 30,000+ employees worldwide are motivated to create the future and raise the bar in driving the next decade of growth. Adobe stands in an enviable position, with an impressive track record of innovation, category and brand leadership, financial performance and growth. Coupled with the massive market opportunity, Adobe’s best years are ahead of us.
Thank you for your continued partnership and support.
Sincerely,
Shantanu NarayenChair & CEOAdobe Inc.
| Notice of 2025 Annual Meeting of Stockholders | Date & Time: | Tuesday, April 22, 20259:00 a.m. Pacific Time | ||
|---|---|---|---|---|
| Location: | Virtualwww.virtualshareholdermeeting.com/ADBE2025 | |||
| Record Date: | Close of business onFebruary 21, 2025 |
A list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our principal executive offices at 345 Park Avenue, San Jose, California 95110 for the ten days prior to the meeting for any purpose related to the meeting.
| Items of Business | Board Recommendation | ||
| 1. | Elect eleven members of our Board of Directors named herein to serve for a one-year term. | FOR EACH DIRECTOR NOMINEE | |
| 2. | Approve the 2019 Equity Incentive Plan, as amended, to increase the available share reserve by 7 million shares. | FOR | |
| 3. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 28, 2025. | FOR | |
| 4. | Approve, on an advisory basis, the compensation of our named executive officers. | FOR | |
| 5. | Vote on one stockholder proposal, if properly presented at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”). | AGAINST |
Only stockholders of record at the close of business on February 21, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting or any adjournment or postponement thereof.
You may attend the 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/ ADBE2025. There is no physical location for the 2025 Annual Meeting. For more information about the 2025 Annual Meeting, please see page 98 of the proxy.
Your vote is important. Please vote as soon as possible. You may vote your shares using the methods below.
| Vote in Advance of the Meeting | Vote Online During the Meeting | ||
|---|---|---|---|
| : | Go to proxyvote.com and enter the 16-digit control number found in your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or proxy card. | See “Information about the Meeting, Voting and Proxies – Participating in Our Virtual Annual Meeting” on page 99 for more information. | |
| ( | Call toll-free 1-800-690-6903. | ||
| + | Sign, date and return the proxy card or voting instruction form you received by mail. | ||
By order of the Board of Directors,
Gloria ChenCorporate Secretary
February 28, 2025
San Jose, California
Special Note About Forward-Looking Statements
In addition to historical information, this proxy statement contains “forward-looking statements” within the meaning of applicable securities laws, including statements related to our product development plans and new or enhanced offerings; our business, artificial intelligence (“AI”) and innovation momentum; our strategy, vision, market opportunity and future growth; market and AI trends; strategic investments; industry positioning; customer acquisition and retention; and our environmental, social and governance (“ESG”) goals, commitments and strategies. In addition, when used in this proxy statement, the words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks, uncertainties and assumptions based on information available to us as of the date of this proxy statement. Such risks and uncertainties, many of which relate to matters beyond our control, could cause actual results to differ materially and adversely from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Adobe’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Undue reliance should not be placed on the financial information set forth in this report, which reflects estimates based on information available as of the date of this proxy statement. Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.
No Incorporation By Reference
This proxy statement includes several website addresses and references to additional materials and reports found on those websites. These websites, materials and reports are not incorporated by reference herein.
| Proxy Statement Summary | 1 |
|---|---|
| About Adobe | 2 |
| Fiscal Year 2024 Financial Highlights | 2 |
| Director Nominees | 3 |
| Corporate Governance Highlights | 4 |
| Stockholder Engagement | 4 |
| Executive Compensation Highlights | 5 |
| Environmental, Social and Governance | 6 |
| Corporate Governance | 8 |
| Corporate Governance Framework | 9 |
| Board Responsibilities and Structure | 9 |
| The Board’s Role in Risk Oversight | 9 |
| Board Leadership Structure | 10 |
| Committees of the Board | 12 |
| Board Meetings and Attendance | 15 |
| Director Independence | 15 |
| Certain Relationships and Related Persons Transactions | 16 |
| Corporate Governance Guidelines & Codes of Business Conduct and Ethics | 16 |
| Board Evaluation | 17 |
| Communications with the Board | 17 |
| Our Directors | 18 |
| Attributes of Director Nominees | 19 |
| Considerations in Evaluating Director Nominees | 20 |
| Director Nominees | 21 |
| Director Compensation for Fiscal Year 2024 | 27 |
| Executive Compensation | 30 |
| Compensation Discussion and Analysis | 31 |
| Highlights of Executive Compensation Programs | 31 |
| Compensation Philosophy and Objectives | 34 |
| Fiscal Year 2024 Compensation Programs Design | 35 |
| Fiscal Year 2024 Compensation Decisions and Results | 43 |
| Other Benefits, Programs and Policies | 49 |
| Compensation-Setting Governance and Process | 53 |
| Compensation Risk Assessment | 55 |
| Accounting and Tax Considerations | 56 |
| Report of the Executive Compensation Committee | 57 |
| Summary Compensation Table for Fiscal Years 2024, 2023 and 2022 | 58 |
| Grants of Plan-Based Awards in Fiscal Year 2024 | 59 |
|---|---|
| Outstanding Equity Awards at Fiscal Year 2024 End | 61 |
| Option Exercises and Stock Vested in Fiscal Year 2024 | 62 |
| Nonqualified Deferred Compensation in Fiscal Year 2024 | 63 |
| Change of Control | 64 |
| CEO Pay Ratio | 67 |
| Pay Versus Performance | 68 |
| Equity Compensation Plan Information | 72 |
| Security Ownership of Certain Beneficial Owners and Management | 73 |
| Management Proposals | 75 |
| Proposal 1—Election of Directors | 76 |
| Proposal 2—Approval of the Adobe Inc. 2019 Equity Incentive Plan, as amended | 77 |
| Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm | 86 |
| Principal Accounting Fees and Services | 87 |
| Audit Committee Pre-Approval Policy | 87 |
| Report of the Audit Committee | 88 |
| Proposal 4—Advisory Vote on Executive Compensation | 90 |
| Stockholder Proposal | 92 |
| Stockholder Proposal | 93 |
| Proposal 5—Stockholder Proposal Regarding Vote on Golden Parachutes | 94 |
| Information about the Meeting, Voting and Proxies | 98 |
| Date, Time and Place of Meeting | 99 |
| Quorum for the 2025 Annual Meeting | 99 |
| Proxy Materials are Available on the Internet | 99 |
| Participating in Our Virtual Annual Meeting | 99 |
| Voting | 100 |
| Reporting of Voting Results | 102 |
| Householding of Proxy Materials | 102 |
| Proxy Solicitation Costs | 102 |
| Stockholder Proposals and Nominations for the Next Annual Meeting | 103 |
| Annex A—Non-GAAP Measures | A-1 |
| Annex B—2019 Equity Incentive Plan, as amended | B-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.