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 14, 2017
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, 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:
[ ] 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. [ ]







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

At the Annual Meeting of Stockholders of Autodesk, Inc. (“Autodesk” or the “Company”) held on June 14, 2017 (the “Annual Meeting”), the stockholders of the Company elected the following ten individuals to the Board of Directors. Each director will serve for the ensuing year and until their successors are duly elected and qualified.

Nominee
Votes For
Votes Against
Abstentions*
Broker Non-Votes*
Carl Bass
191,445,731
1,927,266
183,294
12,869,184
Crawford W. Beveridge
190,742,725
2,752,294
61,272
12,869,184
Jeff Clarke
189,893,267
3,600,027
62,997
12,869,184
Scott Ferguson
192,133,561
1,360,742
61,988
12,869,184
Thomas Georgens

192,169,014
1,321,435
65,842
12,869,184
Richard S. Hill
188,803,932
4,676,771
75,588
12,869,184
Mary T. McDowell
192,277,666
1,221,199
57,426
12,869,184
Lorrie M. Norrington
190,066,756
3,426,609
62,926
12,869,184
Betsy Rafael
189,537,905
3,962,059
56,327
12,869,184
Stacy J. Smith
192,127,598
1,366,832
61,861
12,869,184
___________________
*    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, 2018.
204,151,027
2,204,418
70,030
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.
183,490,226
9,898,376
167,689
12,869,184
Proposal to approve the amendment and restatement of the Company's 1998 Employee Qualified Stock Purchase Plan.
192,725,629
766,594
64,068
12,869,184
Proposal to approve the amendment and restatement of the Company's 2012 Employee Stock Plan to increase the number of shares reserved for issuance under the plan by 12.2 million shares and re-approve performance goals.
178,032,386
15,426,162
97,743
12,869,184
 
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
Proposal to approve the frequency with which stockholders are provided an advisory (non-binding) vote on the compensation of the Company's named executive officers.
180,305,227
40,633
13,155,650
54,781
N/A
In accordance with the recommendation of our Board of Directors and the voting results of the stockholders of Autodesk on this advisory proposal, our Board of Directors 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 2023.









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 16, 2017