Proxy Blog

Adobe Inc. 

March 17, 2020

The annual proxy for this computer software company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors and executive compensation 
  2. Board proposal on the 2020 Employee Stock Purchase Plan 
  3. Shareholder proposal on gender pay equity 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against executive compensation – Shareholder engagement was described on a high level with no disclosure of activity level or scope of discussions. Peer group criteria were very high level, and there was no comparison of the company to the peer group.
  2. For board proposal on stock purchase plan. Employee purchasing of company shares is a good way to engage the employees in the long-term success of the company. 
  3. Against the shareholder proposal. Gender equity is an important issue. That said, there are two reasons for voting against the proposal. The first is the use of generic and inaccurate information in the shareholder’s supporting statement, along with the proposal requiring the company to report a misleading metric for gender equity. The second is the company’s prior and current efforts to address gender inclusion. The company has made good progress and should be encouraged to continue with its current efforts.