Document
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 11, 2018
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
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| | | | |
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, including 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))
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. [ ]
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Non-Executive Chairman of the Board
Effective as of the Annual Meeting of Stockholders of Autodesk, Inc. (the “Company”) held on June 12, 2018 (the “Annual Meeting”), Stacy J. Smith succeeded Crawford W. Beveridge as non-executive Chairman of the Board of Directors (the “Board”). Mr. Beveridge will remain a member of the Board.
As non-executive Chairman of the Board, Mr. Smith will be paid an annual retainer of $75,000, to be paid in the same manner as other cash compensation paid to the Company’s non-employee directors. Mr. Smith’s compensation as non-executive Chairman is in addition to his compensation as a non-employee director. Additionally, Mr. Smith received a one-time grant of restricted stock units to acquire the equivalent of $200,000 of the Company’s common stock, which cliff vests on the two-year anniversary of grant, under the Company’s 2012 Outside Directors’ Stock Plan.
Committee Composition
Effective as of the Annual Meeting, the composition of the Board’s Audit Committee, Compensation and Human Resources Committee, and Corporate Governance and Nominating Committee are as follows:
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| Audit Committee | Compensation and Human Resources Committee | Corporate Governance and Nominating Committee |
Crawford W. Beveridge | | X | Chair |
Karen Blasing | X | | |
Reid French | | X | |
Mary T. McDowell | | Chair | |
Lorrie M. Norrington | X | | |
Betsy Rafael | Chair | | |
Stacy J. Smith | | | X |
Departure of Principal Accounting Officer
On June 11, 2018, Paul Underwood resigned as the Company’s Principal Accounting Officer to pursue other interests. Mr. Underwood’s departure is not the result of any disagreement with the Company. Effective June 12, 2018, the Board appointed R. Scott Herren as the Company’s Principal Accounting Officer, in addition to his current duties as the Company’s Senior Vice President, Chief Financial Officer and Principal Financial Officer.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 12, 2018, the Board amended and restated the Company’s Bylaws to provide that the number of directors of the Company shall be determined by resolution of the Board from time to time. The foregoing description of the amendment and restatement of the Bylaws is not complete and is qualified in its entirety by the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders of the Company elected the following eight individuals to the Board. Each director will serve for the ensuing year and until their successors are duly elected and qualified.
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Nominee | Votes For | Votes Against | Abstentions* | Broker Non-Votes* |
Andrew Anagnost | 187,238,586
| 787,285
| 94,113
| 12,516,557
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Crawford W. Beveridge | 181,614,485
| 6,420,031
| 85,468
| 12,516,557
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Karen Blasing | 187,599,334
| 436,056
| 84,594
| 12,516,557
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Reid French | 187,326,775 | 707,332 | 85,877
| 12,516,557
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Mary T. McDowell | 186,063,963 | 1,951,843 | 104,178 | 12,516,557
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Lorrie M. Norrington | 187,156,122 | 857,348 | 106,514 | 12,516,557
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Betsy Rafael | 185,648,182 | 2,387,110 | 84,692 | 12,516,557
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Stacy J. Smith | 186,225,181 | 1,807,547 | 87,256 | 12,516,557
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* 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.
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| 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, 2019. | 197,487,556
| 3,058,452
| 90,533
| N/A |
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. | 181,270,482 | 6,644,896 | 204,606 | 12,516,557 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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.
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| | AUTODESK, INC. |
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| | By:/s/ Pascal W. Di Fronzo |
| | Pascal W. Di Fronzo SVP, Corporate Affairs, Chief Legal Officer & Secretary |
Date: June 15, 2018