Adobe Inc. (ADBE)
NASDAQ: ADBE · Real-Time Price · USD
239.31
-6.13 (-2.50%)
At close: Apr 27, 2026, 4:00 PM EDT
239.00
-0.31 (-0.13%)
After-hours: Apr 27, 2026, 6:55 PM EDT
← View all transcripts

AGM 2024

Apr 17, 2024

Shantanu Narayen
CEO, Adobe

Hello everyone, and welcome to Adobe's 2024 Annual Meeting of Stockholders. I'm Shantanu Narayen, Chair and CEO of Adobe, and Chair of this annual meeting of stockholders. Over the past four decades, Adobe has consistently expanded its aspirations in executing its vision to deliver transformational technologies that propel the industry and the company forward. Today, our mission to change the world through personalized digital experiences is more critical than ever as digital continues to rapidly transform work, life, and play. Our more than 30,000 employees take pride in the tremendous impact we are driving across creativity, productivity, and digital experiences while being one of the most inventive, diversified, and profitable technology companies in the world. For a comprehensive strategy, addressable market opportunity, and business priorities presentation, please visit our Investor Relations website. Today's meeting is focused on our annual meeting agenda items. I will now call the meeting to order.

This meeting is being held based on the annual meeting notice we sent or made available to all Adobe stockholders of record as of February 20. Voting is open, and stockholders may submit questions at any time during the meeting on the virtual meeting website. You may also submit your vote by clicking the Voting button on the virtual meeting website and following the instructions. The polls will close immediately after the presentation of Proposal 6. You can also find the meeting materials on the virtual meeting website. Dana Rao, General Counsel and Chief Trust Officer, is the Secretary of the meeting, and he will record the minutes. Also, based on an appointment by our board, Cathy Wheaton from Broadridge joins us today as our Inspector of Elections.

I would like to recognize the members of Adobe's Board of Directors and Management Team that are in attendance today, including Dan Durn, Chief Financial Officer, and Jonathan Vaas, Vice President of Investor Relations. Also with us today is Mark Lemos of KPMG. I will now turn the meeting over to Dana.

Dana Rao
EVP, General Counsel, and Corporate Secretary, Adobe

Good morning everyone. We will now cover the formalities required for this meeting. After voting on the agenda items, we will adjourn the formal portion of the meeting and proceed to any questions. As Shantanu mentioned, questions may be submitted on the virtual meeting website and will be addressed pursuant to the meeting rules of conduct. Broadridge mailed the meeting notice beginning on March 1 to all stockholders of record as of February 20. Our records show that on the record date there were 452,546,202 shares of common stock outstanding and entitled to vote at this meeting. Ms. Wheaton tells me that signed proxies for 392,381,925 shares of common stock, or approximately 86.7% of the total outstanding shares on the record date, are represented at this meeting. This constitutes a quorum for the transaction of business, and this meeting is duly constituted.

I also want to remind you that if you've already voted by proxy, you do not need to vote in this virtual meeting unless you want to change your vote. The proxy holders will vote your shares according to the proxy. It is 9:04 A.M., and the polls are now open to consider the four management proposals and two stockholder proposals as described in our proxy statement. Proposal 1: the election of 12 members of our Board of Directors to serve for a one-year term. Proposal 2: approval of the 2019 Equity Incentive Plan as amended to increase the available shares reserved by 5 million shares. Proposal 3: ratification of the appointment of KPMG as Adobe's independent registered public accounting firm for the fiscal year 2024. Proposal 4: approval on an advisory basis of the compensation of our named executive officers.

Proposal 5: a vote on a stockholder proposal concerning a mandatory director resignation policy. And Proposal 6: a vote on a stockholder proposal concerning a report on hiring of persons with arrest or incarceration records. The board recommends a vote for each of the nominees in Proposal 1, for Proposals 2, 3, and 4, and against Proposals 5 and 6. Proposal 5 is a stockholder proposal submitted by John Chevedden, which is set forth in the proxy statement along with the proponent's supporting statements and Adobe's statement in opposition. I will now turn it over to Mr. Chevedden for up to three minutes to speak to Proposal 5.

John Chevedden
Stockholder Proponent, Adobe

Hello, this is John Chevedden. Proposal 5: directors to be elected by majority vote. Resolved: change the Adobe Corporate Governance Guidelines to state that the Board of Directors must accept the resignation of a director who fails to obtain a majority vote in an uncontested election. Currently, the Adobe board can reject the resignation of a director who fails to get a majority vote in an uncontested election. The Adobe Corporate Governance Guidelines already provide the board with adequate time to find a replacement director in case of a failed election, and the Corporate Governance Guidelines also allow the board to reduce its size. When [chairlets] give a director a no-confidence vote, it is important that the board respect the vote of the shareholders. Currently, a director who fails to obtain a majority vote could be the Adobe lead director or could chair a key Adobe board committee.

It would show disrespect to shareholders if the board allowed such a director to linger on the board long after a failed election. Please vote yes: directors to be elected by majority vote, Proposal 5.

Dana Rao
EVP, General Counsel, and Corporate Secretary, Adobe

Thank you, Mr. Chevedden. As indicated in our proxy statement, the Board of Directors recommends that stockholders vote against Proposal 5. Proposal 6 is a stockholder proposal submitted by NorthStar Asset Management, which is set forth in the proxy statement along with the proponent's supporting statements and Adobe's statement in opposition. Please play the audio presenting the stockholder proposal.

Madison Krieger
Activism and Impact Research Analyst, NorthStar Asset Management

Good morning. My name is Madison Krieger of NorthStar Asset Management, a socially responsible investment firm and shareholder of Adobe Common Stock. Today I am presenting proxy item number 6. In the U.S., 70 million Americans, or one in three adults, have a criminal record, who each face approximately 45,000 collateral consequences after release. 62% of these consequences work against the convicted individuals in securing employment. As having a criminal record is often stigmatized, convicted individuals are often overlooked for employment opportunities, which prevents successful re-entry into society. According to the Center for Economic and Policy Research, the U.S. loses up to $87 billion annually in unrealized GDP when this population is left out of the workforce. We believe that fair chance employment, or the proactive recruitment of people with criminal records, is good for business.

Fair chance employers are not blind to criminal records. Rather, they create pathways that lower the barriers, but not the bar, for qualified individuals to obtain employment. They go beyond "ban the box," eliminating broad exclusions for certain categories of convictions, or delaying background checks until after conditional offers are made. While these are critical steps that Adobe has taken, fair chance employment recognizes that job seekers with criminal records can be actively recruited and supported. Fair chance employment offers Adobe access to an untapped labor pool in a tight-skilled labor market. Recently, Korn Ferry anticipates a tech talent shortage of 4.3 million people by 2030, equating to $450 billion in unrealized output. Recognizing this skills shortage, tech peers such as PayPal, Zoom, and Salesforce have built out fair chance employment programs to protect their growth by aligning business operational needs with societal challenges.

Additionally, as Black and Hispanic Americans make up a disproportionate share of formerly incarcerated people, fair chance employment can help support Adobe's workplace diversity commitment, Adobe for All. In response to our proposal, Adobe shared its partnerships with historically Black colleges and universities and Hispanic-serving institutions as part of the company's efforts to increase workforce diversity. While we recognize Adobe's efforts to build diverse talent pipelines, these efforts have not translated effectively. Only 3.1% of Adobe's U.S.-based employees identified as Black in 2022, compared to 2.5% in 2020, and 5.6% identified as Hispanic Latinx as of 2022, compared to 5.3% in 2020.

Therefore, shareholders, we urge you to vote for proxy item number 6, as fair chance employment will help mitigate the risks of a growing tech skills shortage, increase diverse representation in Adobe's workforce, and provide employment opportunities to the nearly one in three Americans who face thousands of barriers after leaving the justice system. Thank you.

Dana Rao
EVP, General Counsel, and Corporate Secretary, Adobe

Thank you, NorthStar. As indicated in our proxy statement, the Board of Directors recommends that stockholders vote against Proposal 6. We will now pause for voting. It is 9:10 A.M., and the polls are now closed. Will Ms. Wheaton please tally the results? Thank you, Ms. Wheaton. The report of our Inspector of Elections states that the preliminary results of today's meetings are as follows. First, all 12 directors were re-elected as members of our Board of Directors to serve for a one-year term. Second, the stockholders approved the 2019 Equity Incentive Plan as amended to increase the available share reserve by 5 million shares. Three, the stockholders ratified the appointment of KPMG as Adobe's independent registered public accounting firm for the 2024 fiscal year. Four, the stockholders approved, on an advisory basis, the compensation of our named executive officers.

5, the stockholders did not approve a stockholder proposal concerning a mandatory director resignation policy. Six, the stockholders did not approve a stockholder proposal concerning a report on hiring of persons with arrest or incarceration records. We will report the final voting results on a Form 8-K and file it with the SEC within 4 business days after this meeting. This concludes the formal business portion of the meeting, which is now adjourned. I would like to thank each of you for your attendance today. We appreciate your continued interest and support of Adobe. We will now turn to questions. Please remember that only stockholders are permitted to submit questions. Please limit yourself to one question. For questions that cannot be answered due to time constraints, we will provide responses in the Investor Relations section of our corporate website after the meeting.

I will now give the floor to Jonathan Vaas to address any questions.

Jonathan Vaas
VP of Investor Relations, Adobe

Thank you, Dana. We will now address any questions properly submitted in accordance with the meeting rules of conduct. In response to questions from stockholders, we may make forward-looking statements based on current expectations. The information discussed is as of today, April 17, and any forward-looking statements are subject to a number of significant risks, uncertainties, and assumptions. For a discussion of these risks, you should review the factors discussed in Adobe's SEC filing. We do have a few questions submitted. The first will be directed to our CFO, Dan Durn. The question is, how much will be spent on dividends and how much on share buybacks in the year ahead, and are further acquisition attempts planned?

Dan Durn
CFO, Adobe

The company regularly reviews the capital allocation strategy of the company. First thing is growing the company. Second priority is maintaining a strong, flexible balance sheet. Third priority will be to return capital to shareholders. We review this periodically with the board. The board recently approved a $25 billion share repurchase program, which will span four years, and we are currently a non-dividend-paying company. You can see from the share repurchase we've done in Q1 of $2 billion, the share repurchase announcement in Q2 of $2.5 billion, we're off to a fast start to the new authorization at that run rate, off to a fast start relative to the new authorization, which is consistent with how the company has operated in the past. In terms of growing the company, we are primarily oriented towards organic growth, strong engine of innovation at the company.

You can see that with the rate and pace of innovation that the company is delivering to market, and periodically we'll review the strategy, look for opportunities to complement that strong organic-driven growth with inorganic activity, and opportunities to round out our strategy, accelerate our roadmaps, and do it in a way that's culturally compatible with the company. We'll continue to do that on an ongoing basis. Nothing to announce.

Jonathan Vaas
VP of Investor Relations, Adobe

Thanks, Dan. The next question comes from a few different shareholders, including Ms. Wasserman. The question is, Shantanu, I'll direct this to you. Could you comment on AI opportunities for Adobe and give an example of how artificial intelligence capabilities will be used to enhance Adobe products?

Shantanu Narayen
CEO, Adobe

Sure. I'm happy to do that, and thank you for the question. We believe that every technology tectonic shift has actually turned out to be a massive expansion of the available opportunity for Adobe, and we believe that artificial intelligence will be no different. I'm extremely proud of the pace and speed with which we have innovated using artificial intelligence to make our products more accessible, more affordable, and more fun to use. This week, we made an announcement where there's an assistant functionality that's now available, where people can, with an Adobe Acrobat and Adobe Reader, have a conversational interface with PDF, which makes all the structured information that's available in PDF in the world far more useful. Another great example is what we have done with Photoshop, where we have introduced a feature called Generative Fill that allows people to use artificial intelligence to expand pictures.

A third example that I might provide is what we are doing with Adobe Express, which is an AI-first application to allow all-in-one content creation with tremendous ease of use. Last but not least, we have also introduced an AI assistant across our Experience Cloud. I think those are just a few examples of how we have channeled the power of AI to deliver more value to our customers.

Jonathan Vaas
VP of Investor Relations, Adobe

Thanks, Shantanu . And we have another question here on AI from Hal Kellman. Hal, great to hear from you. Hope you're doing well. The question is, OpenAI and Anthropic foundation models have shown great potential for large language models. When are the next advances of retrieval-augmented generation and multimodal capabilities going to be available in Adobe products to end users for general availability?

Shantanu Narayen
CEO, Adobe

Thank you for the question, Hal. We have really been doing, as I said, a stellar job of innovating. This week, earlier at NAB, we actually demonstrated how we will support third-party models as well in our products in order to do artificial intelligence. So we're channeling not just the work that we are doing, but also the work that the industry is doing to bring that in our products to customers. So I think the specific aspects of how we use Transformer, Diffusion, RAG technologies is perhaps a little bit more elaborate, but I look forward to continuing our conversation and sharing more in terms of how we are using AI to add value to our customers.

Jonathan Vaas
VP of Investor Relations, Adobe

Thanks, Shantanu Narayen. The next question is directed toward Dana. This is asked by Railpen. I'm asking this question on behalf of Railpen and as chair of the Workforce Directors Coalition. Having reviewed Adobe's communications on workforce and workforce engagement mechanisms, we believe the company should at least be considering the possible benefits of appointing one or more workforce directors to the board. Would the board be willing to meet with the coalition to discuss how to enhance the worker voice in strategic decision-making?

Dana Rao
EVP, General Counsel, and Corporate Secretary, Adobe

We appreciate this question and your openness to the different ways we are engaging with employees for feedback. Adobe has a history of actively engaging with our employees on issues that matter to them, and we regularly report to the board on employee matters, including D&I, ESG, and compensation. We also have several works councils that provide feedback on Adobe's policies. Based on our own internal employee engagement surveys, we feel our employees are well heard here at Adobe. Thank you for this question.

Jonathan Vaas
VP of Investor Relations, Adobe

Okay. Thanks, Dana. Given that was the last question submitted, I will now turn it back over to Shantanu Narayen for closing remarks.

Shantanu Narayen
CEO, Adobe

Thanks, Jonathan, and thanks everybody for joining us today. Adobe is the leader in three large and growing categories, and we have delivered groundbreaking innovation across Creative, Document, and Experience Cloud. To the extent that AI will expand our addressable market opportunity, we're pleased with the innovation that we've already delivered in a responsible way across our entire product portfolio. We continue to build on our strong foundation of transformative innovation, category and brand leadership, financial performance, and profitable growth. We're accelerating our momentum of delivering Adobe Magic to an expanding set of global customers and executing on this massive opportunity ahead. Again, thank you for joining us today, and this concludes our meeting.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

Powered by