Adobe 8-K

Summary

Executive compensation arrangements. Adobe approved 2026 performance-share and annual cash-incentive plans for its executive team, and adopted a policy limiting new or increased cash severance arrangements without stockholder ratification. The awards link executive compensation to relative shareholder returns, annualized recurring revenue growth, and fiscal 2026 revenue and EPS performance.

Key Figures

• Performance shares: target and maximum awards, respectively, were 106,672 and 213,344 for CEO Shantanu Narayen; 27,631 and 55,262 for CFO Daniel Durn; and 42,200 and 84,400 each for Anil Chakravarthy and David Wadhwani. The 2026–2028 program weights relative total shareholder return and net new sales equally; payouts can range from 0% to 200% of target. The relative-return portion pays nothing below the 25th percentile and is capped at 100% of target if Adobe’s absolute return is negative. Earned shares vest in one installment no earlier than 1/24/2029, subject to continued service.
• Fiscal 2026 cash incentives require at least 95% achievement of both the revenue and EPS targets. Target and maximum awards as a percentage of base salary are 200% and 310% for Narayen, 100% and 155% for Durn, and 125% and 193.75% each for Chakravarthy and Wadhwani. Corporate performance results range from 0% to 155%, including a discretionary strategic adjustment of up to 25 percentage points in either direction.
• Cash severance policy: Adobe will seek stockholder ratification before establishing or increasing an executive officer’s cash severance above 2.99 times annual base salary plus target annual bonus.

Investor Takeaways

• Watch fiscal 2026 results against the revenue and EPS thresholds, which determine eligibility for executive cash incentives. Performance-share outcomes will be certified after the applicable 2026–2028 measurement periods.