Autodesk Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ADSK
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
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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.
Board Committee Appointments
On April 24, 2025, Autodesk, Inc. (“Autodesk” or the “Company”) filed a Current Report on Form 8-K disclosing, among other things, that Jeff Epstein and A. Christine (Christie) Simons were appointed to the Company’s Board of Directors (the “Board”), effective immediately following the conclusion of the Company’s 2025 annual meeting of stockholders. At the time of their appointments, the Board had not made a final determination regarding the committees of the Board to which Mr. Epstein and Ms. Simons would be appointed. On June 18, 2025, the Board appointed each of Mr. Epstein and Ms. Simons to the Audit Committee of the Board, effective immediately. The Board has determined that each of Mr. Epstein and Ms. Simons is an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.
Amendment and Restatement of the Company’s 2022 Equity Incentive Plan
As further described in Item 5.07 of this Current Report below, at the 2025 Annual Meeting of Stockholders of the Company held on June 18, 2025 (the “Annual Meeting”), the stockholders of Autodesk voted on and approved the amendment and restatement of the Company’s 2022 Equity Incentive Plan (the "2022 Plan as Amended and Restated").
The terms and conditions of the 2022 Plan as Amended and Restated are described in Autodesk's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 6, 2025. The 2022 Plan as Amended and Restated is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.02 above is incorporated by reference herein. At the Annual Meeting, the Company elected the following ten individuals to its 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 | 170,772,192 | 2,765,235 | 124,047 | 15,033,309 | ||||||||||||||||||||||
| Stacy J. Smith | 146,133,194 | 25,871,724 | 1,656,556 | 15,033,309 | ||||||||||||||||||||||
| Karen Blasing | 171,511,650 | 2,045,670 | 104,154 | 15,033,309 | ||||||||||||||||||||||
| John T. Cahill | 168,924,255 | 4,604,898 | 132,321 | 15,033,309 | ||||||||||||||||||||||
| Reid French | 162,019,334 | 11,540,457 | 101,683 | 15,033,309 | ||||||||||||||||||||||
| Dr. Ayanna Howard | 169,944,923 | 3,616,699 | 99,852 | 15,033,309 | ||||||||||||||||||||||
| Blake Irving | 151,696,053 | 21,483,370 | 482,051 | 15,033,309 | ||||||||||||||||||||||
| Ram R. Krishnan | 171,346,336 | 2,168,928 | 146,210 | 15,033,309 | ||||||||||||||||||||||
| Stephen Milligan | 170,752,250 | 2,792,660 | 116,564 | 15,033,309 | ||||||||||||||||||||||
| Rami Rahim | 164,436,342 | 8,586,226 | 638,906 | 15,033,309 | ||||||||||||||||||||||
As previously disclosed, on April 23, 2025, the Board appointed Jeff Epstein and A. Christine (Christie) Simons to the Board, effective immediately following the conclusion of the Annual Meeting.
In addition, the following proposals were voted on and approved at the Annual Meeting.
| Proposal | 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, 2026. | 169,330,158 | 19,127,944 | 236,681 | |||||||||||||||||||||||
| Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. | 152,924,867 | 20,345,812 | 390,795 | 15,033,309 | ||||||||||||||||||||||
| Proposal to amend and restate the Company’s 2022 Equity Incentive Plan. | 161,559,339 | 11,627,585 | 474,550 | 15,033,309 | ||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 10.1 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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/ Ruth Ann Keene | |||||
| Ruth Ann Keene Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary | |||||
Date: June 20, 2025