ADOBE INC.
Shareholder Proposals
Item 5
Require shareholder approval for any senior manager severance/termination payments exceeding 2.99x base salary plus target bonus.
This proposal asks the Board to obtain a shareholder vote on any new or renewed senior manager severance or termination package whose estimated value exceeds 2.99 times the executive’s base salary plus target short-term bonus, and to codify the requirement in governance documents. The requested calculation would include cash, accelerated equity vesting, tax gross-ups, special perquisites tied to termination, and other supplemental payments but would exclude life insurance, pension benefits or previously vested deferred compensation. Proponents argue this provides stockholders a say on unusually large ‘‘golden parachutes’’ and note prior shareholder votes on related items. The proposal applies to named executive officers and would permit the Board to seek approval after material terms are agreed.
Item 6
Disclose each director/nominee's self-identified gender and race/ethnicity in the annual proxy board skills and experience table.
This proposal requests that the company supplement its board skills matrix in the annual proxy to include each director or nominee’s self-identified gender and race/ethnicity using standardized categories. The proponent argues that such a board matrix would enable investors to more easily compare board composition year-over-year and make voting decisions that reflect diversity priorities. The submission cites investor demand for consistent, comparable director demographic data and provides an example of a peer (Apple) that discloses a board matrix. The intent is to increase transparency around board composition while allowing the company to continue disclosing any additional contextual governance information.
Item 7
Prepare a report evaluating oversight of risks related to viewpoint-based discrimination in content moderation and impacts on civil liberties, reputation, customer trust, and shareholder value.
This proposal requests an evaluation and public report, within one year, describing how the Board oversees risks that users or customers may be discriminated against based on viewpoint under policies like "hate speech" or "misinformation," and how those risks could affect civil liberties, reputation, customer trust and long-term shareholder value. The supporting statement highlights concerns about vague content-moderation terms that can enable arbitrary enforcement and cites recent industry examples and regulatory developments as increasing pressure on digital platforms. The proponent argues that lack of transparent oversight increases legal, reputational and operational risk and that shareholders should understand whether company practices align with stated commitments to inclusion and diversity of ideas. The requested report would omit proprietary and confidential information and focus on oversight and risk management.
Item 8
Publish a report disclosing whether and how the company protects retirement plan beneficiaries, especially long-horizon participants, from climate-related portfolio risks arising from investments in high-carbon companies.
This proposal asks the company to produce a report, omitting proprietary information, on whether and how it protects retirement plan beneficiaries—particularly those with long investment horizons—from increased portfolio risk tied to present-day investments in high-carbon companies. The supporting rationale highlights the macroeconomic risks of climate change to GDP and specifically to retirement savings, arguing that younger workers are disproportionately exposed to long-term climate-driven investment losses. The proponent cites the plan’s asset allocation (noting significant allocations to broad target date funds) and external research estimating forgone returns linked to fossil-fuel investments. The requested report would help evaluate fiduciary risk management and whether retirement-plan investment options align with beneficiaries’ long-term financial interests.