Adobe Shareholders Back Directors, Equity Plan and Pay; Reject 4 Investor Proposals at 2026 AGM

Key Points

• Shareholders reelected all 11 directors and approved management proposals, including an amendment to the 2019 Equity Incentive Plan adding 12 million shares, ratifying KPMG as auditor, and an advisory vote on executive pay, while rejecting all four shareholder-sponsored proposals.
• Shantanu Narayen reiterated he will step down as CEO once a successor is named and will remain to lead the company through the transition.
• Adobe invested about $3.3 billion in R&D in fiscal 2025 (roughly 13.8% of revenue) to support its push for “AI-infused and AI-first” product innovation.

Adobe NASDAQ: ADBE shareholders reelected all 11 director nominees and approved each of the company’s four management proposals at the company’s 2026 Annual Meeting of Shareholders, while rejecting four shareholder-sponsored proposals, according to preliminary results announced during the virtual meeting on April 15.

Shantanu Narayen, chair and CEO, opened the meeting by reiterating Adobe’s mission “to empower everyone to create” and said the company is expanding innovation in its flagship applications to deliver “differentiated AI-infused and AI-first product offerings” across routes to market and monetization models. Narayen said Adobe believes its AI success will be underpinned by its understanding of creativity domains, customer intent, and complex workflows, as well as its brand, customer base, and “decades of proprietary data.”

Quorum and proposals

Chief Legal Officer and Corporate Secretary Louise Pentland said Adobe had 407,636,918 shares outstanding and entitled to vote as of the record date, and that proxies representing 336,445,698 shares, or about 82.5%, were present, constituting a quorum.

Shareholders voted on eight proposals—four management items and four shareholder proposals. Pentland said the board recommended votes “for each of the nominees” and for management Proposals 2 through 4, and “against” shareholder Proposals 5 through 8.

• Proposal 1: Election of 11 directors for a one-year term
• Proposal 2: Approval of the 2019 Equity Incentive Plan, as amended, increasing the available share reserve by 12 million shares
• Proposal 3: Ratification of KPMG as independent registered public accounting firm for fiscal 2026
• Proposal 4: Advisory vote on compensation of named executive officers
• Proposals 5-8: Shareholder proposals covering golden parachutes, board diversity disclosure, civil liberties in digital services, and climate risk in retirement plan investments

Shareholder proposals debated

John Chevedden, a shareholder and private investor, presented Proposal 5 seeking a shareholder approval requirement for certain severance arrangements. Chevedden’s proposal asked the board to seek shareholder approval of any named executive officer’s new or renewed pay package providing severance or termination payments estimated to exceed 2.99 times the executive’s base salary plus target short-term bonus. Chevedden said the proposal received 47% support at Adobe’s 2025 annual meeting and argued that Adobe’s subsequent shareholder engagement, as described in the company’s proxy statement, appeared inconsistent with that vote. He also referenced a 20% opposition vote on executive pay at the 2025 meeting and urged shareholders to vote in favor of the golden parachute proposal.

Amna Khan, speaking on behalf of New York City Comptroller Mark Levine and several New York City pension funds, presented Proposal 6 requesting that Adobe disclose each director’s self-identified gender, race, and/or ethnicity as part of the board’s skills and experience table in the annual proxy statement. Khan said the pension funds held Adobe shares valued at over $126 million and argued that an individualized board diversity matrix would help investors assess nominees and avoid “aggregate, ambiguous, and unusable information,” particularly “in the era of universal proxy cards.”

William Flaig, founder and CEO of Ridgeline Research, presented Proposal 7 asking Adobe to evaluate how it oversees risks related to discrimination against users based on viewpoint. Flaig said the proposal was aimed at “protecting shareholder value,” citing what he described as legal, regulatory, and reputational risks tied to unclear standards in digital service terms and acceptable use policies, including pressure under the European Union’s Digital Services Act. He cited Adobe policies that prohibit content that is “hateful, insensitive, or socially offensive,” and argued that vague terms could be enforced unevenly.

Grant Bradski, representing As You Sow, presented Proposal 8 focused on climate risk in Adobe’s retirement plan. Bradski argued climate change poses material risk to retirement plan beneficiaries and said nearly half of Adobe’s retirement plan assets were invested in the company’s “Vanguard default target date option,” which he said was heavily exposed to high-carbon and deforestation-intensive industries. He also asserted that “almost $244 million” of employee 401(k) savings were invested in fossil fuels, and urged the company to address climate-related exposure in target date fund options.

Preliminary vote outcomes

After polls closed, Pentland read the inspector of elections’ preliminary results. Shareholders:

• Reelected all 11 directors
• Approved the amended 2019 Equity Incentive Plan, including a 12 million-share reserve increase
• Ratified KPMG’s appointment as independent auditor for fiscal 2026
• Approved named executive officer compensation on an advisory basis
• Rejected all four shareholder proposals, including those on golden parachutes, a board matrix, civil liberties in digital services, and retirement plan climate risk

Pentland said Adobe would report final voting results in a Form 8-K filed with the SEC within four business days.

Q&A: charitable giving and R&D investment

During the shareholder Q&A, Doug Clark, head of investor relations, moderated questions. In response to a question about charitable giving and partnerships, Narayen said Adobe conducts due diligence to ensure contributions align with company policies and that those policies are “constantly evolving” to reflect changing criteria and comply with law and company values.

In response to a question about research and development, CFO Dan Durn said Adobe invested “almost $3.3 billion” in R&D in fiscal 2025, up about 9% year over year. Durn said those investments support innovation across the product portfolio and the company’s growth prospects. He added that in the prior year, about 80% of headcount additions were in R&D organizations. Durn said efficiencies in cloud compute and reducing unit compute costs offset investment levels, resulting in R&D spending of about 13.8% of revenue, and he expects a similar approach in fiscal 2026 as a percentage of revenue.

Narayen reiterates plan to step down after successor named

In closing remarks, Narayen said, “As previously announced, I will be stepping down as CEO after my successor has been named.” He said he will continue to lead the company while working with the board to identify a successor and ensure a smooth transition. Narayen added that Adobe remains committed to innovation and delivering value to customers, partners, and shareholders.

About Adobe NASDAQ: ADBE

Adobe Inc, founded in 1982 by John Warnock and Charles Geschke and headquartered in San Jose, California, is a global software company that develops tools and services for creative professionals, marketers and enterprises. Under the leadership of CEO Shantanu Narayen, who has led the company since 2007, Adobe has evolved from a provider of desktop publishing tools into a cloud-centric provider of digital media and digital experience solutions.

The company's core offerings are organized around digital media and digital experience.

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