Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On April 6, 2020, Charles M. Geschke informed the Board of Directors (the "Board") of Adobe Inc. (the "Company") of his decision to not stand for re-election to the Board at the Company's 2020 Annual Meeting of Stockholders on April 9, 2020 (the "Annual Meeting"). Dr. Geschke's retirement was effective immediately following the Annual Meeting, at which time the Board was reduced in size to ten members. Upon his retirement, Dr. Geschke was named director emeritus, and he is expected to continue to participate in Company activities and observe Board meetings from time to time.

(e) 2020 Employee Stock Purchase Plan, which amends and restates the 1997 Employee Stock Purchase Plan

On April 9, 2020, at the Annual Meeting, the Company's stockholders approved the Adobe Inc. 2020 Employee Stock Purchase Plan (the "2020 ESPP"), which amends and restates the Company's 1997 Employee Stock Purchase Plan to increase the maximum number of shares of the Company's common stock that may be issued under the 2020 ESPP by 10 million shares, for an aggregate reserve of 103 million shares. The 2020 ESPP previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board. The 2020 ESPP is a broad-based plan that provides eligible employees of the Company and its designated subsidiaries with the opportunity to purchase shares through periodic payroll deductions that are applied towards the purchase of the Company's common stock at a discount from the then-current market price.

A summary of the 2020 ESPP is set forth in our Proxy Statement filed with the Securities and Exchange Commission on February 28, 2020. That summary and the foregoing description of the 2020 ESPP are qualified in their entirety by reference to the text of the 2020 ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, held on April 9, 2020, the Company's stockholders approved proposals one through four listed below and did not approve proposal five, a stockholder proposal regarding median gender/racial pay equity. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company's Proxy Statement.



1.  Elect ten members of the Board of Directors, each to serve for a one-year
term:
                       Votes        Votes                      Broker
Name                    For        Against     Abstentions   Non-Votes
Amy Banse           379,718,441   4,142,725      551,502     38,627,343
Frank Calderoni     368,839,439   10,490,432    5,082,797    38,627,343
James Daley         373,862,792   10,183,710     366,166     38,627,343
Laura Desmond       382,893,457   1,192,084      327,127     38,627,343
Shantanu Narayen    364,636,040   17,708,841    2,067,787    38,627,343
Kathleen Oberg      381,585,314   2,460,802      366,552     38,627,343
Dheeraj Pandey      382,649,022   1,362,895      400,751     38,627,343
David Ricks         381,588,005   2,438,888      385,775     38,627,343
Daniel Rosensweig   377,791,633   6,208,577      412,458     38,627,343
John Warnock        379,501,694   4,621,315      289,659     38,627,343

2. Approve the new 2020 Employee Stock Purchase Plan, which amends and restates our 1997 Employee Stock Purchase Plan.



 Votes For    Votes Against   Abstentions   Broker Non-Votes
383,150,454      877,200        385,014        38,627,343




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3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 27, 2020.



 Votes For    Votes Against   Abstentions   Broker Non-Votes
407,418,517    15,247,430       374,064            -



4.  Approve, on an advisory basis, the compensation of our named executive
officers.

 Votes For    Votes Against   Abstentions   Broker Non-Votes
354,859,789    28,436,861      1,116,018       38,627,343

5. Consider and vote upon a stockholder proposal regarding median gender/racial pay equity.

Votes For Votes Against Abstentions Broker Non-Votes 47,654,685 332,886,213 3,871,770 38,627,343






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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


                                        Incorporated by Reference
 Exhibit                                                                               Filed
 Number      Exhibit Description      Form     Filing Date   Number    SEC File No.   Herewith

    10.1     2020 Employee Stock
           Purchase Plan                                                              X

           Cover Page Interactive
           Data File (the instance
           document does not appear
           in the Interactive Data
           File because its XBRL
           tags are embedded within
           the Inline XBRL
     104   document)




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