ADOBE SYSTEMS INCORPORATED | Board Matrix at ADOBE SYSTEMS INCORPORATED

Status
Filed
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
ADBE
Resolution ask
Report on or disclose
ESG theme
  • Social
ESG sub-theme
  • Diversity, equity & inclusion (DEI)
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders of Adobe Inc. ("Adobe") request that its Board of Directors ("Board") disclose in its annual proxy statement each director/nominee's self-identified gender and race/ethnicity, as part of the board's skills and experience table.
Supporting statement
Investors believe that a diverse board — in terms of relevant skills, gender, and race/ethnicity — is an indicator of a well-functioning board. Among other benefits, diverse boards can better manage risk by avoiding groupthink. Adobe's Board sets the tone from the top, and the disclosure of a Board Matrix would signal to your employees, customers, suppliers, and investors that the directors themselves value diversity and inclusion in the boardroom. Many institutional investors prioritize board diversity in their voting guidelines and engagements. Significant time and resources must be spent by investors to ascertain director information from ambiguous, aggregate company disclosures or they must rely on data providers, which also draw from the same, imprecise sources. Even when photographs are provided, investors may be unable to appropriately determine the race or ethnicity of directors. Thus, it can be unnecessarily challenging for investors to fulfill their fiduciary duties and vote according to their own guidelines. In its 2025 proxy statement, Adobe provides an individual skills matrix that discloses the skills/qualifications of each director, however, Adobe no longer discloses the gender and ethnicity of these directors in aggregate form as previously provided in their 2024 proxy statement. A Board Matrix would enable investors to make better informed voting decisions by providing them with consistent, comparable and accurate data concerning the Board in a structured and decision-useful format. Such information would enable investors to: (1) make meaningful, year-over-year comparisons of the Board's composition; and (2) ascertain the self-identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the board/committees, as well as his/her/their tenure. We would also encourage Adobe to disclose, in aggregate, the number of any self-identified LGBTQ+ director(s). The proposal neither prevents nor discourages Adobe from disclosing any other information that the Board believes is relevant. Adobe's own disclosed peer, Apple Inc., has published a Board Matrix with individualized director data. It uses EE0-1 categories for disclosing the diversity of its individual directors, which allows for consistent and comparable data. Please vote FOR this proposal.

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