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AGM 2025

Apr 22, 2025

Operator

Welcome to the Annual Meeting for Adobe. Our host for today's call is Shantanu Narayen, Chair and CEO. I will now turn the call over to your host, Mr. Narayen. You may begin sir.

Shantanu Narayen
Chair and CEO, Adobe

Hello everyone and welcome to Adobe's 2025 Annual Meeting of Stockholders. I'm Shantanu Narayen, Chair and CEO of Adobe and Chair of this Annual Meeting of Stockholders. Adobe's success over the past decade has been driven by the exponential growth of the creative economy and the customer focused innovations we delivered across Creative Cloud, Document Cloud and Experience Cloud. Our groundbreaking solutions are empowering an ever expanding universe of users to imagine, create and deliver standout content that drives exceptional experiences. Adobe's mission to change the world through personalized digital experiences is more critical than ever as digital continues to rapidly transform work, life, education and entertainment. AI represents a generational opportunity to reimagine our technology platforms to serve an increasingly large and diverse customer universe with creativity at the core.

We have been evolving our offerings and routes to market to anticipate the distinct needs of creative professionals and next generation creators, marketing professionals, agencies and enterprises, and the broader set of consumers and business professionals. For a comprehensive strategy, addressable market opportunity and business information, 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 based on the affidavit of Mailing from Broadridge. Notice of this meeting was duly given and sent beginning on February 28th. All Adobe stockholders of record as of the close of business on February 21st are entitled to vote at this meeting. Voting is open and stockholders may submit questions at any time during the meeting on the v irtual 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 five. You can also find the meeting materials on the virtual meeting website. Gloria Chen, Chief People Officer and Corporate Secretary, is the Secretary of the meeting and she will record the minutes. Also based on an appointment by our board, Cathy Whedon 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 also in attendance today, including Dan Durn, Chief Financial Officer and Steve Day, Interim Head of Investor Relations. Also with us today are representatives from KPMG. I will now turn the meeting over to Gloria.

Gloria Chen
Chief People Officer 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. Our records show that on the record date there were 434,897,366 shares of common stock outstanding and entitled to vote at this meeting. Ms. Whedon tells me that signed proxies for 370,010,756 shares of common stock or approximately 85.08% 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 have 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 one stockholder proposal as described in our proxy statement.

Proposal one the election of 11 members of our Board of Directors to serve for a one year term. Proposal two approval of the 2019 Equity Incentive Plan as amended to increase the available share reserve by 7,000,000 shares. Proposal three ratification of the appointment of KPMG as Adobe's independent registered public accounting firm for fiscal year 2025. Proposal four approval on an advisory basis of the compensation of our Named Executive Officers and Proposal five a vote upon a stockholder proposal concerning a vote on Golden Parachutes. The Board recommends a vote for each of the nominees in Proposal one, for Proposals two, three and four, and against Proposal five. Proposal five is a stockholder proposal submitted by John Chevedden which is set forth in the Proxy Statement along with the Proponent's supporting statement and Adobe Statement in opposition. I will now turn it over to Mr.

Chevedden for up to three minutes to speak to Proposal.

John Chevedden
Stockholder Proponent, Adobe

Hello, this is John Chevedden. Proposal five shareholder approval requirement for Excessive Golden Parachutes. Charles requested the Board seek shareholder approval of any senior manager's new or renewed pay package that provides for termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short term bonus. This proposal only applies to the named Executive Officers. This provision shall at least be included in the governance guidelines of the company. The Board shall retain the option to seek shareholder approval after material terms are agreed upon. This proposal is relevant even if there are current Golden Parachute limits. Limit on Golden Parachutes is like a speed limit. A speed limit by itself does not guarantee that the limit will never be exceeded. Like this proposal, the rules associated with the speed limit provide consequences.

If the limit is exceeded with this proposal, the consequences are non-binding. Shareholder vote is required for unreasonably rich golden parachutes. This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent, does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay 10 does not have a separate section for approving or rejecting golden parachutes. This proposal topic received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air and Fiserv. Please vote yes. Shareholder Approval Requirement for Excessive golden parachutes proposal five.

Gloria Chen
Chief People Officer and Corporate Secretary, Adobe

Thank you Mr. Chevedden. As indicated in our proxy statement, the Board of Directors recommends that stockholders vote against Proposal five. We will now pause for voting. It is 9:08 A.M. and the polls are now closed. Will Ms. Whedon please tally the results? The report of our Inspector of Elections states that the preliminary results of today's meeting are as all 11 directors were re-elected as members of our Board of Directors to serve for a one year term. The stockholders approved the 2019 Equity Incentive Plan as amended and to increase the available share reserve by 7 million shares. The stockholders ratified the appointment of KPMG as Adobe's independent registered public accounting firm for the 2025 fiscal year. The stockholders approved on an advisory basis the compensation of our named executive officers and the stockholders did not approve a stockholder proposal concerning a vote on Golden Parachutes.

We will report the final voting results on a Form 8-K and file it with the SEC within four 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 applicable to Adobe's business that cannot be answered due to time constraints, we will provide responses on our investor relations website after the meeting. I will now turn it over to Steve Day to address any questions.

Steve Day
Interim Head of Investor Relations, Adobe

Thank you, Gloria. 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 22nd, 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 filings. We have one question. How much was spent in R&D in 2024 and how much will be spent in 2025? Please give one example of artificial intelligence capabilities that will be used to enhance Adobe products.

Shantanu Narayen
Chair and CEO, Adobe

Thank you for that question. In our financial statements we do break out on both a quarterly as well as an annual basis the amount of money that we spend in research and development at Adobe. We certainly believe that research and development is fundamental to driving growth as well as to serving customers, and in aggregate we spend billions in research and development. As it relates to your second question, artificial intelligence has really enabled us to deliver dramatically greater value to a broad set of customers. Among the examples that I can cite include what we have done with Acrobat by providing AI Assistant which enables you to have a conversational interface with PDF as well as technology which is called Generative Fill in Photoshop which allows you to magically auto edit images.

All this is based on a proprietary set of AI models that we have developed that are designed to be commercially safe called Firefly. Finally, in our Experience Cloud business, we also have significant AI technology that allows people to take better advantage of all of our digital experience products. Thank you for that question.

Steve Day
Interim Head of Investor Relations, Adobe

I will now turn it over to Shantanu for closing remarks.

Shantanu Narayen
Chair and CEO, Adobe

Thank you, Steve. Adobe is the leader in creativity, productivity, and customer experience and has delivered groundbreaking innovation for business professionals and consumers and creative and marketing professionals. I'm proud of the pace and the responsible manner in which we have embraced and delivered generative AI capabilities. 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 a massive market opportunity. Adobe's best years are ahead of us, and this concludes our meeting. Thank you for joining us today.

Operator

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

Speaker 6

The host has ended this call. Goodbye.

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