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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |
(415 ) 507-5000
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(Former name or former address, if changed since last report)
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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 [☐ ]
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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