What changed in this filing

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Item 9A. Controls and Procedures

2022-01-21 compared with 2021-01-15 · 46 added, 64 removed, 139 unchanged (44% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of November 27, 2020.

Based on their evaluation as of November 27, 2020, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on their evaluation as of December 3, 2021, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

4 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).

Our management assessed the effectiveness of our internal controls over financial reporting as of November 27, 2020.

Our management assessed the effectiveness of our internal controls over financial reporting as of December 3, 2021.

In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has concluded that, as of November 27, 2020, our internal controls over financial reporting is effective based on these criteria.

Our management has concluded that, as of December 3, 2021, our internal controls over financial reporting are effective based on these criteria.

KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal controls over financial reporting, which is included herein.

Changes in Internal Controls over Financial Reporting

On November 30, 2019, we implemented new and modified existing internal controls based on the adoption of the new leases standard.

This resulted in changes to our processes related to lease accounting and underlying control activities, including our information systems.

Beginning in March 2020, our employees across all geographic regions have shifted to working from home due to the pandemic.

We have performed an evaluation of our control environment, operating procedures, data and internal controls and determined that the design of our processes and controls have continued to operate effectively throughout this shift to a work-from-home environment.

There were no changes in our internal controls over financial reporting during the quarter ended November 27, 2020 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

There were no changes in our internal controls over financial reporting during the quarter ended December 3, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

2 unchanged sentences

The 2022 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

For information with respect to our executive officers, see “Executive Officers” at the end of Part I, Item 1 of this report.

For information with respect to our executive officers, see the section titled “Executive Officers” in Part I, Item 1 of this report.

EXECUTIVE COMPENSATION

11 unchanged sentences

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

2.1 Share Purchase Agreement by and among:

Adobe, a Delaware corporation;

Milestone Topco, Inc., a Delaware corporation;

Vista Equity Partners Fund V, L.P., a Delaware limited partnership;

Vista Equity Partners Fund V-A, L.P., a Cayman Island exempted limited partnership;

Vista Equity Partners Fund V-B, L.P., a Cayman Island exempted limited partnership;

VEPF V FAF, L.P., a Delaware limited partnership;

Vista Equity Partners Fund V Executive, L.P., a Delaware limited partnership;

Vista Equity Associates V, LLC, a Delaware limited liability company;

Vista Equity Partners Fund VI, L.P., a Cayman Island exempted limited partnership;

Vista Equity Partners Fund VI-A, L.P., a Cayman Island exempted limited partnership;

VEPF VI FAF, L.P., a Cayman Island exempted limited partnership;

and Vista Equity Partners Management, LLC, a Delaware limited liability company, as the Sellers’ Representative

8-K 9/21/18 2.1 000-15175

3.1 Restated Certificate of Incorporation of Adobe

4 unchanged sentences

8-K 1/18/22 3.1 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

4.1 Specimen Common Stock Certificate

7 unchanged sentences

4.5 Description of Adobe’s Common Stock

10-K 1/21/20 4.5 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

10.1 2020 Employee Stock Purchase Plan, as amended*

10.2A 2003 Equity Incentive Plan, as amended*

10-K 1/15/21 10.1 000-15175

10.2B Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan*

8-K 12/20/10 99.4 000-15175

10.2C Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/26/18 10.6 000-15175

10.2D Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

10.2A 2003 Equity Incentive Plan, as amended*

8-K 4/13/18 10.2 000-15175

10.2E Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan*

10-Q 10/7/04 10.11 000-15175

10.2F 2018 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

10.2B Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/26/18 10.6 000-15175

10.2G Form of 2018 Performance Share Award Grant Notice and Award Agreement pursuant to 2018 Performance Share Program and 2003 Equity Incentive Plan*

10.2C Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*

8-K 1/28/19 10.5 000-15175

10.2H 2019 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

10.2D 2019 Performance Share Program pursuant to the 2003 Equity Incentive Plan*

8-K 1/28/19 10.2 000-15175

10.2I Form of 2019 Performance Share Award Grant Notice and Award Agreement pursuant to 2019 Performance Share Program and 2003 Equity Incentive Plan*

10.2E Form of 2019 Performance Share Award Grant Notice and Award Agreement pursuant to 2019 Performance Share Program and 2003 Equity Incentive Plan*

8-K 1/28/19 10.3 000-15175

10.3A 2019 Equity Incentive Plan*

10.3A 2019 Equity Incentive Plan, as amended*

8-K 4/12/19 10.1 000-15175

1 unchanged sentence

8-K 1/30/20 10.2 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

10.3C Form of 2020 Performance Share Award Grant Notice and Award Agreement pursuant to 2020 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/30/20 10.3 000-15175

10.3D Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 1 5 , 2021) *

10.3D 2021 Performance Share Program pursuant to the 2019 Equity Incentive Plan*

8-K 1/27/21 10.2 000-15175

10.3E Form of 2021 Performance Share Award Grant Notice and Award Agreement pursuant to 2021 Performance Share Program and 2019 Equity Incentive Plan*

8-K 1/27/21 10.3 000-15175

10.3F Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 15, 2021)*

10-Q 6/26/19 10.35B 000-15175

10.3E Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 15, 2021)*

10.3F Form of Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

10.3G Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 15, 2021)*

10-K 1/15/21 10.3E 000-15175

10.3H Form of Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*

10-Q 6/26/19 10.35C 000-15175

5 unchanged sentences

10-K 1/20/15 10.19 000-15175

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

10.6B Amendment No.

13 unchanged sentences

10-K 1/15/21 10.12 000-15175

10.12 Description of 2021 and 2022 Director Compensation*

21 Subsidiaries of the Registrant

1 unchanged sentence

24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

31.1 Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

8 unchanged sentences

101.DEF Inline XBRL Taxonomy Extension Definition X

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Number SEC File No.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

5 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ JOHN MURPHY

/s/ DANIEL DURN

Executive Vice President and

3 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shantanu Narayen and John Murphy, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shantanu Narayen and Daniel Durn, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ SHANTANU NARAYEN January 21, 2022

Shantanu Narayen Chairman of the Board of Directors,

President and Chief Executive Officer

Shantanu Narayen Chairman of the Board of Directors and

Chief Executive Officer

(Principal Executive Officer)

/s/ JOHN MURPHY January 15, 2021

John Murphy Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ DANIEL DURN January 21, 2022

Daniel Durn Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ MARK GARFIELD January 21, 2022

Mark Garfield Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

Mark Garfield Senior Vice President, Corporate Controller and Chief Accounting Officer

(Principal Accounting Officer)

/s/ FRANK CALDERONI January 21, 2022

2 unchanged sentences

Amy Banse Director

/s/ BRETT BIGGS January 21, 2022

Brett Biggs Director

Signature Title Date

/s/ MELANIE BOULDEN January 21, 2022

Melanie Boulden Director

Signature Title Date

/s/ JAMES DALEY January 15, 2021

James Daley Director

/s/ LAURA DESMOND January 21, 2022

Laura Desmond Director

/s/ SPENCER NEUMANN January 21, 2022

Spencer Neumann Director

/s/ KATHLEEN OBERG January 21, 2022

13 unchanged sentences

Adobe Audition

Adobe Dimension

Adobe Experience Cloud

Adobe Marketing Cloud

Adobe Premiere

2 unchanged sentences

Creative Cloud

Creative Cloud Express

Document Cloud

Journey Optimizer

Premiere Rush

Substance Alchemist

Substance Designer

Substance Painter

Substance Source

Substance 3D Designer

Substance 3D Modeler

Substance 3D Painter

Substance 3D Sampler

Substance 3D Stager

All other trademarks are the property of their respective owners.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures