Say-on-pay is an advisory shareholder vote, required of most US public companies under Dodd-Frank, on whether to approve the executive compensation disclosed in the annual proxy. It is non-binding: the board can ignore the result. But when a majority votes against, it is a public rebuke that proxy advisors and institutional holders track across future board nominations.
Adobe’s 2026 vote: 50.65% — the narrowest pass in three years
At Adobe’s April 15, 2026 annual meeting, shareholders voted on the fiscal 2025 pay packages of CEO Shantanu Narayen and the other named executives. The advisory proposal passed — but only just, by a margin of about 3.84 million shares (roughly 1.3% of votes cast).
50.65% — Adobe’s 2026 advisory say-on-pay approval rate, calculated as 148,837,167 votes For divided by 293,831,053 total votes cast (For + Against).
Source: Adobe Inc. Form 8-K, Item 5.07 (annual meeting vote tabulation), filed 2026-04-21.
How “passing” is defined at Adobe
Adobe’s proxy states the approval threshold for the advisory vote on executive compensation: a majority of the votes cast, excluding abstentions. Abstentions (687,689 votes) and broker non-votes (41.9 million) have no effect on the outcome. The denominator is For + Against. Anything above 50% passes; anything below 50% would have been the first failed Adobe say-on-pay in the proxy era.
How the math works.The vote tabulation from Adobe’s 8-K shows 148,837,167 For, 144,993,886 Against, 687,689 abstentions, and 41,927,404 broker non-votes. Per the proxy’s stated standard for Proposal 4 — majority of votes cast excluding abstentions — the approval rate is 148,837,167 ÷ (148,837,167 + 144,993,886) = 50.65%. Counting differently (e.g., including abstentions) produces 50.54%; counting all share types including broker non-votes produces 44.24%. The 50.65% number is Adobe’s official approval rate under its own bylaws.
Why a 1.3% margin matters
The vote passed by about 3.84 million shares. Any single major institutional holder reversing its position the other way could have made this Adobe’s first failed say-on-pay. Public N-PX filings, which disclose how mutual funds and ETFs voted, won’t arrive in EDGAR until later in 2026 — so the specific institutions that drove the rebuke aren’t yet identifiable from primary sources.
The three-year collapse: 85% → 80% → 51%
What makes the 2026 result striking is that it’s the third consecutive year of declining support, not a one-off shock. Adobe’s shareholders have been gradually withdrawing approval since 2024.
2024 meeting (FY2023 pay): 84.86%
84.86% — Adobe’s 2024 say-on-pay approval rate (297,271,103 For ÷ 350,309,131 total votes cast).
Source: Adobe Inc. Form 8-K, Item 5.07, filed 2024-04-19.
2025 meeting (FY2024 pay): 80.34%
80.34% — Adobe’s 2025 say-on-pay approval rate (259,027,865 For ÷ 322,417,069 total votes cast).
Source: Adobe Inc. Form 8-K, Item 5.07, filed 2025-04-24.
The trajectory in one table
Three primary documents tell a consistent story: shareholder approval was already eroding before falling sharply in 2026. The drop from 80% to 51% is about 30 percentage points in a single year — an order of magnitude bigger than the prior year’s 4.5-point slip.
| Meeting year | Pay year voted on | Approval rate | Year-over-year change |
|---|---|---|---|
| 2024 | Fiscal 2023 | 84.86% | — |
| 2025 | Fiscal 2024 | 80.34% | −4.52 pp |
| 2026 | Fiscal 2025 | 50.65% | −29.69 pp |
What shareholders saw in fiscal 2025 pay
The vote applied to compensation disclosed in Adobe’s 2026 proxy statement, covering fiscal 2025 (ended November 28, 2025). Three numbers in particular drove the rebuke.
Reported pay: $51.2M
Adobe’s 2026 proxy reported total fiscal 2025 compensation for CEO Shantanu Narayen as $51,173,935. That’s slightly lower than fiscal 2024 ($52.4M) and slightly higher than fiscal 2023 ($44.9M). Of the $51.2M, $45.4M (88.7%) was stock awards — the largest category by far. The Committee kept reported pay roughly flat from the prior year.
$51,173,935 — Adobe CEO Shantanu Narayen’s fiscal 2025 reported total compensation. 88.7% was stock awards.
Source: Adobe Inc. Form DEF 14A, Summary Compensation Table, filed 2026-02-27.
Realized pay: minus $17.4M
Reported pay is grant-date value — what the board promises. Realized pay (the SEC’s “Compensation Actually Paid” measure) re-marks previously-awarded equity to current value, so when the stock drops, prior years’ unvested grants shed value. For fiscal 2025, that math turned negative.
−$17,392,652 — Adobe CEO realized pay (“Compensation Actually Paid”) for fiscal 2025. The mark-down of unvested prior-year grants turned the headline number negative.
Source: Adobe Inc. Form DEF 14A, Pay Versus Performance table, filed 2026-02-27.
Stock return: $67 vs. peer $188
Adobe’s five-year total shareholder return is the most visible underperformance signal. The proxy’s required pay-vs-performance table shows a $100 investment in Adobe stock on November 27, 2020 was worth $67 at the end of fiscal 2025 — a 33% loss. The same $100 in Adobe’s peer software-and-services index returned $188, a $121 gap. Net income ($7.1B) and revenue ($23.8B) for fiscal 2025 were both five-year highs.
Pay ratio: 217:1 (unchanged from prior years)
The CEO-to-median-worker pay ratio at Adobe for fiscal 2025 was 217 to 1, in line with recent prior disclosures. The pay ratio is not the year-over-year story here — it’s been at roughly the same level for several years. What moved was the gap between reported pay, realized pay, and stockholder return.
What the Committee said in defense of the package
Adobe’s Compensation Discussion and Analysis explicitly flags the equity increase for Narayen. The Committee disclosed that the CEO’s target equity had not been increased since fiscal 2023 and stated that the fiscal 2025 increase was intended:
“to motivate him to lead Adobe through an important and significant transformational period for the technology industry.”
The proxy doesn’t disclose how proxy advisors voted, and N-PX filings from institutional holders won’t arrive in EDGAR until later in 2026 — so we can’t (yet) cite the specific recommendations or institutional flips that drove the result.
What this story isn’t
It’s tempting to overshoot the framing. A few things to keep straight from the primary documents:
- The vote passed.50.65% is above 50%. Adobe’s say-on-pay was approved — barely — not rejected.
- No proxy-advisor reasoning is in the proxy.ISS and Glass Lewis publish their recommendations separately. None of the SEC filings cited above contain those recommendations; don’t infer them without a secondary source.
- The equity increase happened before the vote, but the proxy doesn’t establish causation.The Committee explained why it raised target equity; the shareholders voted. The proxy doesn’t connect those two events.
- Adobe’s operational results were record highs in fiscal 2025. Revenue ($23.8B) and net income ($7.1B) were both the highest in the five-year pay-vs-performance table. The disconnect is between operational results and stock price, not between operational results and pay.
Frequently asked questions
Did Adobe's 2026 say-on-pay vote fail?
No — it passed, but barely. The approval rate was 50.65%, which clears the majority threshold under Adobe's bylaws by about 1.3% (roughly 3.84 million shares). The vote was on fiscal 2025 executive compensation. Adobe will hold another advisory vote at its 2027 annual meeting.
What is say-on-pay?
Say-on-pay is an advisory shareholder vote, required of most US public companies under the 2010 Dodd-Frank Act, on whether to approve the executive compensation disclosed in the company's annual proxy statement. It is non-binding — the board can ignore the result — but proxy advisors and institutional investors track the outcome closely.
Why did Adobe's shareholder support drop from 85% to 51% in three years?
Primary documents show three signals shareholders responded to: realized pay (the SEC's Compensation Actually Paid measure) turned negative for fiscal 2025 at minus $17.4M, the five-year stock return underperformed Adobe's peer index by $121 per $100 invested, and the proxy disclosed a CEO target-equity increase. The proxy doesn't establish that any one of these caused the vote shift.
What is 'Realized pay' or 'Compensation Actually Paid'?
It's the SEC's pay-vs-performance measure that re-marks previously-awarded equity to its current value. When the stock falls, the value of unvested prior-year grants drops, and the realized pay number falls below the reported pay number from the Summary Compensation Table. For Adobe's CEO in fiscal 2025, realized pay was negative $17.4M while reported pay was $51.2M.
See also: the live Adobe (ADBE) compensation page for the full multi-year executive compensation history, machine-readable at /t/ADBE.md and /t/ADBE/facts.