Document
false0000769397 0000769397 2020-06-18 2020-06-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
 
June 18, 2020
 
 
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-14338
 
94-2819853
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

111 McInnis Parkway
 
 
San Rafael,
California
94903
(Address of principal executive offices)
 
(Zip Code)

 
(415) 507-5000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
ADSK
 
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company [☐]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 5.07.    Submission of Matters to a Vote of Security Holders.

Autodesk, Inc. (“Autodesk” or the “Company”) held its 2020 Annual Meeting of Stockholders (“Annual Meeting”) on June 18, 2020. At its Annual Meeting, the Company elected the following ten individuals to its Board of Directors (the "Board"). Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.

Nominee
Votes For
Votes Against
Abstentions*
Broker Non-Votes*
Andrew Anagnost
187,002,171
360,850
62,732
12,167,701
Karen Blasing
186,989,847
340,005
95,901
12,167,701
Reid French
186,814,906
496,866
113,981
12,167,701
Dr. Ayanna Howard
187,016,500
312,857
96,396
12,167,701
Blake Irving
186,807,780
506,532
111,441
12,167,701
Mary T. McDowell
184,996,070
2,270,735
158,948
12,167,701
Stephen Milligan
186,906,777
346,090
172,886
12,167,701
Lorrie M. Norrington
176,021,043
11,310,688
94,022
12,167,701
Betsy Rafael
186,592,219
739,622
93,912
12,167,701
Stacy J. Smith
185,188,048
2,138,361
99,344
12,167,701
___________________
*    Abstentions and broker non-votes do not affect the outcome of the election.




In addition, the following proposals were voted on and approved at the Annual Meeting.

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
Proposal to ratify the
appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending January 31, 2021.
191,189,313
8,354,820
49,321
NA
Proposal to approve, on a non-binding advisory basis, the compensation of the
Company’s named executive officers as described in the proxy statement.*
179,296,800
8,011,870
117,083
12,167,701
___________________
*    Broker non-votes do not affect the outcome of voting on this proposal.




Item 8.01. Other Events

Board Committee Composition

Effective following the Company’s Annual Meeting, Dr. Ayanna Howard became a member of the Audit Committee of the Company's Board. Accordingly, the composition of the Audit Committee, the Compensation and Human Resources Committee and the Corporate Governance and Nominating Committee of the Company's Board is as follows:

 
Audit Committee
Compensation and Human Resources Committee
Corporate Governance and Nominating Committee
Karen Blasing
X
 
 
Reid French
 
X
 
Dr. Ayanna Howard
X
 
 
Blake Irving
 
X
 
Mary T. McDowell
 
Chair
 
Stephen Milligan
X
 
 
Lorrie M. Norrington
 
 
Chair
Betsy Rafael
Chair
 
 
Stacy J. Smith
 
 
X







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AUTODESK, INC.
 
 
 
 
 
By:/s/ Pascal W. Di Fronzo
 
 
Pascal W. Di Fronzo
SVP, Corporate Affairs, Chief Legal Officer and Secretary
Date: June 23, 2020


 v3.20.1
Cover Page
Jun. 18, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 18, 2020
Entity Registrant Name Autodesk, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-14338
Entity Tax Identification Number 94-2819853
Entity Address, Address Line One 111 McInnis Parkway
Entity Address, City or Town San Rafael,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94903
City Area Code 415
Local Phone Number 507-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ADSK
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000769397
Amendment Flag false