ADOBE INC (ADBE)
Sector: Information Technology
2026 Annual Meeting Analysis
ADOBE INC · Meeting: April 15, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Banse has served since May 2012, giving her full tenure overlap with the underperformance period. Adobe's 3-year total shareholder return is -21.6% (negative absolute TSR), which is 96.6 percentage points below the company-disclosed peer group median of +75.0% — far exceeding the 20 percentage point trigger threshold for negative absolute TSR. The 5-year check does not rescue this result: Adobe's 5-year return of -42.1% is 125.8 percentage points below the peer median 5-year return of +83.7%, which also exceeds the applicable 20 percentage point threshold, confirming this is sustained multi-year underperformance rather than a transient dip.
Boulden has served since October 2020, providing meaningful tenure overlap with the full underperformance period. Adobe's 3-year total shareholder return of -21.6% falls 96.6 percentage points below the peer group median, far exceeding the 20-point trigger for negative absolute TSR. The 5-year check confirms sustained underperformance (-125.8pp gap), so no downgrade to FOR is warranted.
Calderoni has served since May 2012 and holds the Lead Director role, making him directly accountable for board oversight during the entire underperformance period. Adobe's 3-year total shareholder return is -21.6%, which is 96.6 percentage points below the peer group median, triggering the threshold. The 5-year check (-125.8pp gap) also triggers, confirming persistent underperformance with no mitigant.
Desmond has served since May 2012 with full tenure overlap over the underperformance period. The 3-year TSR gap of -96.6pp against the peer group median far exceeds the 20pp trigger for negative absolute TSR, and the 5-year check also triggers at -125.8pp, so no relief applies.
Narayen has served as CEO and director since December 2007 and bears the most direct accountability for the company's strategic direction during the underperformance period. Adobe's stock has returned -21.6% over three years versus a peer median of +75.0% — a gap of 96.6 percentage points, far exceeding the 20pp trigger threshold for negative absolute TSR — and the 5-year check also triggers at -125.8pp. This AGAINST vote on Narayen as a director is separate from the Say on Pay evaluation and is based solely on the TSR underperformance trigger applied consistently to all directors.
Oberg has served since January 2019, giving her tenure overlap well in excess of 24 months and covering the full 3-year underperformance period. The 3-year TSR gap of -96.6pp against the peer median far exceeds the 20pp trigger, and the 5-year check also triggers, so no mitigant applies.
Pandey has served since January 2019, providing full tenure overlap with the underperformance period. Adobe's 3-year TSR gap of -96.6pp against the peer group median far exceeds the 20pp trigger threshold, and the 5-year check also triggers (-125.8pp), so no relief is warranted.
Ricks has served since April 2018, giving him full tenure overlap with the underperformance period. The 3-year TSR gap of -96.6pp against the peer median far exceeds the 20pp trigger for negative absolute TSR, and the 5-year check also confirms sustained underperformance at -125.8pp.
Rosensweig triggers two independent policy concerns: first, he is a sitting public-company CEO (Chegg) who holds two additional outside public board seats (Adobe and Rent the Runway), exceeding the policy's limit of one outside board for sitting CEOs; second, he has served on Adobe's board since January 2009 with full tenure overlap, and Adobe's 3-year TSR gap of -96.6pp against the peer median far exceeds the 20pp trigger, with the 5-year check also confirming sustained underperformance.
For Analysis
Amon joined the board in October 2023, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger regardless of Adobe's stock performance relative to peers.
Neumann joined in January 2022, which is within the 24-month new-director exemption window (his tenure began less than 24 months before the 3-year underperformance period would be assessed), and he is therefore exempt from the TSR trigger; no other disqualifying factors are identified.
Nine of eleven director nominees receive an AGAINST vote. The primary driver is Adobe's severe and sustained stock underperformance: the stock has lost 21.6% over three years while the company's own disclosed peer group returned a median of +75.0%, a gap of 96.6 percentage points that far exceeds the 20-point trigger threshold applicable when absolute TSR is negative. The 5-year check also triggers (-125.8pp gap vs. peer median), confirming this is not a transient dip. Two directors are exempt from the TSR trigger due to the 24-month new-director rule (Amon, Neumann). Rosensweig also triggers the overboarding rule as a sitting CEO serving on two outside public company boards.
Say on Pay
✗ AGAINSTCEO
Shantanu Narayen
Total Comp
$51,173,935
Prior Support
80%%
Adobe's CEO received total compensation of approximately $51.2 million for fiscal year 2025. For a technology-sector CEO at a company with a market cap of roughly $104 billion, this level of pay is substantially above the benchmark for this title, sector, and market cap band, exceeding the policy's +20% CEO threshold by a wide margin. More critically, the pay-for-performance alignment check fails: variable and incentive compensation is clearly above benchmark levels while Adobe's stock has delivered -21.6% over three years compared to a peer group median of +75.0% — a gap of 96.6 percentage points — meaning shareholders have experienced severe losses while executive incentive pay remained elevated, which is precisely the misalignment the policy is designed to flag. Although the prior-year Say on Pay vote of approximately 80% cleared the 70% threshold so no automatic No vote is triggered on that basis alone, the combination of above-benchmark CEO pay and severe pay-for-performance misalignment warrants a vote against.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table was referenced in the filing's table of contents but the actual fee dollar amounts were not included in the extracted text provided, so the non-audit fee ratio cannot be calculated; per policy, when fee data is unavailable the default vote is FOR. KPMG is a Big 4 firm appropriate for a company of Adobe's size and complexity, and auditor tenure was not disclosed in the available text so the tenure trigger cannot fire. No material restatements are indicated.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Vote on Golden Parachutes
John Chevedden is a well-known individual governance activist with a strong track record of proposing shareholder-friendly structural reforms, and his proposal requesting a shareholder vote on severance packages exceeding 2.99 times base salary plus target bonus received 47% support at last year's meeting — just shy of a majority and well into the 'lean FOR' range under our policy. Adobe adopted a new cash severance policy in January 2026 limiting new arrangements above 2.99x without shareholder ratification, which is a meaningful partial response, but the company's response does not fully match the proposal's scope because the proposal would also require a vote when accelerated equity vesting upon termination pushes the total severance value above the threshold, whereas the new policy covers only cash severance. Given the near-majority prior-year support, a credible filer, a governance ask type (which has a lower bar for support), and only partial remediation by the company, the appropriate vote is FOR.
Proposal 6
Stockholder Proposal Regarding Board Matrix
The NYC pension funds are mainstream institutional pension investors with legitimate fiduciary interests, and their ask — that Adobe include each individual director's self-identified gender and race/ethnicity in the board skills table in the proxy — is a simple, low-cost disclosure request with a low bar for support under our policy. The company's opposition is notably weak: Adobe's own proxy admits it stopped disclosing individual director demographic data in the 2025 proxy (after providing it in aggregate form in the 2024 proxy), meaning the company has actually reduced transparency, making its claim that existing disclosure 'achieves the objectives of this proposal' difficult to credit. Given the credible filer, the disclosure nature of the ask, and the company's own prior practice of providing comparable data, a FOR vote is appropriate.
Proposal 7
Stockholder Proposal Regarding Report on Civil Liberties in Digital Services
This proposal is submitted by Ridgeline Research on behalf of the American Conservative Values ETF, which is an explicitly ideologically motivated filer — its investment product is designed around conservative political values rather than neutral fiduciary interests. Under our policy, proposals from ideological filers on either side of the political spectrum are automatically voted against because they serve political or advocacy goals rather than genuine shareholder value. A neutral fiduciary investor would not frame a report request around 'civil liberties,' 'free speech,' 'religious liberty,' and content moderation rollbacks in the manner this proposal does, confirming the political motivation.
Proposal 8
Stockholder Proposal Regarding Retirement Plan Climate Risk
As You Sow is a well-known ESG and climate advocacy organization that files proposals across hundreds of companies to advance progressive environmental and social policy goals; it is classified as an ideological progressive filer under our policy, which disqualifies its proposals regardless of how they are framed. While the proposal is dressed in fiduciary language about retirement plan risk, its actual ask — directing how Adobe manages its 401(k) plan's investment options with respect to fossil fuel exposure — serves As You Sow's climate advocacy mission rather than a neutral assessment of shareholder value. Under our symmetry rule, ideological motivation from either direction disqualifies a proposal, so the vote is AGAINST.
Overall Assessment
Adobe's 2026 annual meeting ballot is dominated by one overriding concern: the stock has lost 21.6% over three years while the company's own peer group gained a median of 75%, a gap of nearly 97 percentage points that triggers AGAINST votes for nine of eleven director nominees and a AGAINST vote on executive compensation due to pay-for-performance misalignment. On the stockholder proposals, the golden parachute vote oversight proposal (Proposal 5) and the board diversity matrix proposal (Proposal 6) both receive FOR votes based on credible filers and genuine governance merit, while the civil liberties report (Proposal 7) and retirement plan climate risk report (Proposal 8) both receive AGAINST votes because their respective filers are ideologically motivated rather than acting as neutral fiduciaries.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing