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
(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 | ||||||||||||
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.
At the 2023 Annual Meeting of Stockholders of Autodesk, Inc. ("Autodesk" or the "Company") held on June 21, 2023 (the “Annual Meeting”), the Company elected the following eleven 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 | 177,736,979 | 1,399,467 | 188,594 | 14,482,127 | ||||||||||||||||||||||
| Stacy J. Smith | 169,444,166 | 9,686,781 | 194,093 | 14,482,127 | ||||||||||||||||||||||
| Karen Blasing | 177,044,514 | 2,083,826 | 196,700 | 14,482,127 | ||||||||||||||||||||||
| Reid French | 176,827,308 | 2,298,063 | 199,669 | 14,482,127 | ||||||||||||||||||||||
| Dr. Ayanna Howard | 178,351,593 | 784,013 | 189,434 | 14,482,127 | ||||||||||||||||||||||
| Blake Irving | 175,001,609 | 4,121,127 | 202,304 | 14,482,127 | ||||||||||||||||||||||
| Mary T. McDowell | 172,094,161 | 7,034,370 | 196,509 | 14,482,127 | ||||||||||||||||||||||
| Stephen Milligan | 178,311,840 | 778,965 | 234,235 | 14,482,127 | ||||||||||||||||||||||
| Lorrie M. Norrington | 150,971,958 | 28,149,253 | 203,829 | 14,482,127 | ||||||||||||||||||||||
| Betsy Rafael | 175,021,059 | 4,108,042 | 195,939 | 14,482,127 | ||||||||||||||||||||||
| Rami Rahim | 177,949,184 | 1,150,922 | 224,934 | 14,482,127 | ||||||||||||||||||||||
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, 2024. | 179,668,128 | 13,986,105 | 152,934 | 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. | 160,559,513 | 17,506,612 | 1,258,915 | 14,482,127 | ||||||||||||||||||||||
| Proposal | 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||||
| Proposal to approve, on a non-binding advisory basis, the frequency with which stockholders are provided an advisory (non-binding) vote on the compensation of Autodesk, Inc.’s named executive officers. | 177,785,264 | 46,993 | 1,326,057 | 166,726 | N/A | |||||||||||||||||||||||||||
In accordance with the recommendation of the Board and the voting results of the stockholders of Autodesk on this advisory proposal, our Board has continued its policy of holding advisory votes on the compensation of our named executive officers on an annual basis. The next required advisory vote on the frequency of approval of the compensation of our named executive officers will take place no later than the Company’s annual meeting of stockholders in 2029.
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 22, 2023