Autodesk Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
Autodesk, Inc. (“Autodesk” or the “Company”) filed its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), which was approved by its stockholders at the 2024 Annual Meeting of Stockholders held on July 16, 2024 (the “Annual Meeting”), with the Delaware Secretary of State effective July 16, 2024. A description of the changes to the Certificate of Incorporation is contained in Appendix B of the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 14, 2024 (the “2024 Proxy Statement”), which Appendix B is incorporated herein by reference. The changes relate to permitting stockholders to call special meetings as specified in the Company’s Amended and Restated Bylaws.
On April 23, 2024, the Company’s Board of Directors (the “Board”) approved the adoption of the Company’s Amended and Restated Bylaws (the “Bylaws”), to be effective upon the filing and effectiveness of the Certificate of Incorporation. A description of the changes to the Bylaws is contained in Appendix C of the 2024 Proxy Statement, which Appendix C is incorporated herein by reference.
The foregoing descriptions of the Certificate of Incorporation and of the Bylaws are qualified in their entirety by reference to the full text of the Certificate of Incorporation and the full text of the Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company elected the following eleven 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 | 164,076,325 | 6,246,064 | 1,621,335 | 17,903,045 | ||||||||||||
| Stacy J. Smith | 153,715,479 | 16,571,893 | 1,656,352 | 17,903,045 | ||||||||||||
| Karen Blasing | 164,246,238 | 6,041,621 | 1,655,865 | 17,903,045 | ||||||||||||
| Reid French | 164,838,747 | 5,448,692 | 1,656,285 | 17,903,045 | ||||||||||||
| Dr. Ayanna Howard | 166,533,651 | 3,759,279 | 1,650,794 | 17,903,045 | ||||||||||||
| Blake Irving | 161,059,517 | 9,226,245 | 1,657,962 | 17,903,045 | ||||||||||||
| Mary T. McDowell | 155,043,408 | 15,250,459 | 1,649,857 | 17,903,045 | ||||||||||||
| Stephen Milligan | 166,386,487 | 3,897,055 | 1,660,182 | 17,903,045 | ||||||||||||
| Lorrie M. Norrington | 156,030,857 | 14,257,648 | 1,655,219 | 17,903,045 | ||||||||||||
| Betsy Rafael | 159,307,923 | 10,974,758 | 1,661,043 | 17,903,045 | ||||||||||||
| Rami Rahim | 166,529,958 | 3,760,184 | 1,653,582 | 17,903,045 | ||||||||||||
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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, 2025. | 170,411,567 | 19,266,078 | 169,124 | 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. | 141,227,385 | 30,368,055 | 348,284 | 17,903,045 | ||||||||||||
| Proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation to permit stockholders to call special meetings as specified in the Company’s Amended and Restated Bylaws, which would allow stockholders holding 25% or more of the voting power of the Company’s capital stock to call special meetings, and to eliminate inoperative provisions. | 155,812,328 | 1,927,098 | 14,204,298 | 17,903,045 | ||||||||||||
| Proposal to consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, to enable stockholders holding 15% or more of the Company’s common stock to call special meetings. | 102,964,161 | 68,879,684 | 99,879 | 17,903,045 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation. | |
| 3.2 | Amended and Restated Bylaws. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 17, 2024
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