Resolved clauseRESOLVED: Stockholders request Adobe Inc. ("Company" or "Adobe") prepare a report, updated annually, disclosing: Company policy and procedures governing direct and indirect lobbying and grassroots lobbying communications. Payments by Adobe used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. Adobe's membership in and payments to any tax-exempt organization that writes and endorses model legislation. Description of management's and the Board's decision-making process and oversight for making payments described above. For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation, and (c) encourages the recipient of the communication to take action concerning the legislation or regulation. "Indirect lobbying" is lobbying by a trade association or other organization of which Adobe is a member. Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state, and federal levels. The report shall be presented to the Audit Committee and posted on Adobe's website.
Supporting statementRESOLVED: Stockholders request Adobe Inc. ("Company" or "Adobe") prepare a report, updated annually, disclosing: Company policy and procedures governing direct and indirect lobbying and grassroots lobbying communications. Payments by Adobe used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. Adobe's membership in and payments to any tax-exempt organization that writes and endorses model legislation. Description of management's and the Board's decision-making process and oversight for making payments described above. For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation, and (c) encourages the recipient of the communication to take action concerning the legislation or regulation. "Indirect lobbying" is lobbying by a trade association or other organization of which Adobe is a member. Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state, and federal levels. The report shall be presented to the Audit Committee and posted on Adobe's website. SUPPORTING STATEMENT Full disclosure of Adobe's lobbying activities and expenditures is needed to assess whether Adobe's lobbying is consistent with its expressed goals and shareholder interests. Adobe spent $15,705,000 from 2010 ? 2023 on federal lobbying. These expenditures do not include state lobbying, where Adobe also lobbies, but disclosure is uneven or absent. Adobe also lobbies abroad, spending between ?200,000 ? 299,999 on lobbying in Europe for 2023. Adobe's lobbying over artificial intelligence has attracted media scrutiny.1 Companies can give unlimited amounts to third-party groups that spend millions on lobbying and undisclosed grassroots activity, and these groups may be spending "at least double what's publicly reported."2 Adobe fails to disclose its payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to shareholders. Adobe lists memberships in the Association of National Advertisers, BSA ? the Software Alliance, Information Technology Industry Council, Silicon Valley Tax Directors Group, and Software & Information Industry Association, which together spent $8,787,000 on federal lobbying in 2023, and fails to disclose memberships in SWGs that lobby, such as the Future of Privacy Forum. Adobe's lack of disclosure presents reputational risks when its lobbying contradicts the Company's public positions. For example, Adobe is committed to promoting privacy, yet the Future of Privacy Forum has reportedly been "watering down attempts at privacy regulation" at the state level.3 Additionally, as part of its tax matters policy, Adobe "aims to be recognized for its practices and programs on corporate and tax governance." Yet, Adobe has drawn scrutiny for avoiding federal income taxes4 and the Silicon Valley Tax Directors Group has drawn negative attention for lobbying against implementation of public country-by-country tax reporting in Australia.5 1 https://www.opensecrets.org/news/2024/06/lobbying-on-ai-reaches-new-heights-in-2024/ 2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double- whats-publicly-reported/ 3 https://themarkup.org/privacy/2022/05/26/tech-industry-groups-are-watering-down-attempts-at-privacy- regulation-one-state-at-a-time 4 https://www.citizen.org/wp-content/uploads/tech-industry-tax-holiday-fact-sheet-november-2017.pdf 5 https://www.taxnotes.com/featured-news/pillar-2-concerns-persist-amid-australias-draft-intangibles- rule/2023/06/28/7gxkk