Autodesk Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits

$ADSK
Computer Software: Prepackaged Software
Technology
Get the next $ADSK alert in real time by email
adsk-20250118
0000769397false00007693972025-01-182025-01-18

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)
 
January 18, 2025
 
 
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.)

One Market Street, Ste. 400
San Francisco,California94105
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareADSKThe Nasdaq Global Select Market
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board Committee Appointment

On December 18, 2024, Autodesk, Inc. (“Autodesk” or the “Company”) filed a Current Report on Form 8-K disclosing, among other things, that John T. Cahill was appointed to the Company’s Board of Directors (the “Board”), effective December 18, 2024. At the time of his appointment, the Board had not made a final determination regarding the committees of the Board to which Mr. Cahill would be appointed. On January 18, 2025, the Board appointed Mr. Cahill to the Audit Committee of the Board, effective January 18, 2025. The Board has determined that Mr. Cahill is an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.

Item 8.01. Other Events.

Date of Annual Meeting of Stockholders

The Board has scheduled the Company’s Annual Meeting of Stockholders (the “2025 Annual Meeting”) for June 18, 2025, to coincide with the timing of the meeting in prior years before last. Because the date of the 2025 Annual Meeting will be more than 25 days but less than 30 days before the anniversary of the Company’s prior annual meeting of stockholders, certain previously announced deadlines for stockholder nominations and proposals have been adjusted pursuant to the Company’s bylaws.

In order for a stockholder proposal or the nomination of a candidate for director to be considered, such proposal or nomination must be received by the Company at its principal executive offices by the deadlines set forth in the “New Deadline” column of the table below, and be in compliance with the Company’s bylaws and, if applicable, Rule 14a-8 or Rule 14a-19 under the Securities Exchange Act of 1934.

Submission
Rules and Requirements
Previously Announced Deadline
New Deadline
Stockholder proposals for inclusion in 2025 Annual Meeting proxy materials
SEC Rule 14a-8
No later than close of business (5:00 p.m. Pacific Time) on February 14, 2025
No change
Proxy Access Director Nominees
Section 2.5(d) of Bylaws
Between January 15, 2025 and close of business on February 14, 2025 assuming we do not change the date of our 2025 meeting date to be more than 25 days before or after the first anniversary of our 2024 Annual Meeting
Between January 19, 2025, and 5:00 pm Pacific time on February 18, 2025
Notice Provision for Other Items of Business or non-Proxy Access Director Nominees
Section 2.5(a) and (b) of Bylaws
Between March 18, 2025 and 5:00 pm Pacific time on April 17, 2025, assuming we do not change the date of our 2025 meeting to be more than 25 days before or after the first anniversary date of our 2024 Annual Meeting
Between February 18, 2025, and 5:00 pm Pacific time on March 20, 2025

All notices of proposals by stockholders should be emailed to board-administrator@autodesk.com or mailed to Autodesk, Inc., One Market Street, Ste. 400, San Francisco, California 94105, Attention: Chief Legal Officer.
 
Caution Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements including statements above regarding the timing and expectations regarding the Company’s audit committee’s internal investigation and the filing of the Form 10-K, statements relating to the Company’s plan to regain compliance with Nasdaq’s rules, as well as all statements that are not historical facts. Actual results could differ materially from those expressed in or implied by the



forward-looking statements due to a number of risks and uncertainties, including but not limited to the discovery of additional information relevant to the internal investigation; the conclusions of the Company’s audit committee (and the timing of the conclusions) concerning matters relating to the investigation; the timing of the review by, and the conclusions of, the Company’s independent registered public accounting firm regarding the investigation and the Company's financial statements; the risk that the completion and filing of the Form 10-K will take longer than expected; uncertainties about the timing of the Company’s submission of a compliance plan; Nasdaq’s acceptance of any such plan; the duration of any extension that may be granted by Nasdaq; the risk that the Company will be unable to meet Nasdaq’s continued listing requirements; and the other risks and uncertainties described in the Company’s SEC reports, including under the heading “Risk Factors” in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, which are available at www.sec.gov. The forward-looking statements contained herein speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.
Item 9.01.  Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit No.
Description
 
104Cover 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:  January 21, 2025

Get the next $ADSK alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$ADSK

DatePrice TargetRatingAnalyst
1/28/2025$280.00 → $400.00Neutral → Outperform
Mizuho
1/8/2025$311.00 → $357.00Neutral → Overweight
Piper Sandler
12/12/2024$380.00Outperform
Macquarie
12/2/2024$350.00Buy
UBS
11/29/2024$290.00Buy → Hold
HSBC Securities
11/27/2024$287.00 → $308.00Market Perform
BMO Capital Markets
11/19/2024$360.00Sector Outperform
Scotiabank
10/16/2024$340.00Overweight
Wells Fargo
More analyst ratings

$ADSK
Press Releases

Fastest customizable press release news feed in the world

See more
  • Autodesk extends invitation to join financial results conference call

    Fourth quarter fiscal 2025 financial results conference call to be held Thursday, February 27, 2025, 2 p.m. PT SAN FRANCISCO, Feb. 5, 2025 /PRNewswire/ -- Autodesk, Inc. (NASDAQ:ADSK) today announced it will share its fourth quarter fiscal 2025 financial results conference call via its website on Thursday, February 27, 2025, at 2 p.m. Pacific Time. Join the live webcast call here: autodesk.com/investors. An audio replay of the webcast will be available after 5 p.m. PT at autodesk.com/investors. More information will be available on autodesk.com/investors. About Autodesk The wo

    $ADSK
    Computer Software: Prepackaged Software
    Technology
  • Autodesk signals next chapter with new creative agency of record

    Giant Spoon to lead Autodesk's brand and creative efforts as the company enters a new wave of redefining the Design and Make industries. SAN FRANCISCO, Jan. 23, 2025 /PRNewswire/ -- Autodesk, the world's leading Design and Make technology company, has named Giant Spoon its first-ever creative agency of record—marking a significant step in its brand evolution. Together, Autodesk and Giant Spoon will build on Autodesk's recent milestones—including its role as the Official Design and Make Platform of the LA28 Olympic and Paralympic Games and Team USA—while creating new campaigns that drive the business forward and deliver on Autodesk's mission to help everyone, everywhere design and make a bet

    $ADSK
    Computer Software: Prepackaged Software
    Technology
  • Autodesk announces appointment of two new independent directors

    John Cahill and Ram Krishnan to join Board effective immediately SAN FRANCISCO, Dec. 18, 2024 /PRNewswire/ -- Autodesk, Inc. (NASDAQ:ADSK) today announced the appointment of two new independent directors to its Board of Directors. John Cahill, former Chairman and CEO of Kraft Foods, and Ram Krishnan, Executive Vice President and Chief Operating Officer of Emerson, will join the Autodesk Board as independent directors effective immediately. Their appointments follow a comprehensive search process led by the Corporate Governance and Nominating Committee and aided by a leading independent search firm. In addition, Lorrie Norrington has informed the Board of her intention not to stand for re-e

    $ADSK
    Computer Software: Prepackaged Software
    Technology

$ADSK
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$ADSK
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

See more

$ADSK
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$ADSK
SEC Filings

See more

$ADSK
Leadership Updates

Live Leadership Updates

See more
  • Autodesk announces appointment of two new independent directors

    John Cahill and Ram Krishnan to join Board effective immediately SAN FRANCISCO, Dec. 18, 2024 /PRNewswire/ -- Autodesk, Inc. (NASDAQ:ADSK) today announced the appointment of two new independent directors to its Board of Directors. John Cahill, former Chairman and CEO of Kraft Foods, and Ram Krishnan, Executive Vice President and Chief Operating Officer of Emerson, will join the Autodesk Board as independent directors effective immediately. Their appointments follow a comprehensive search process led by the Corporate Governance and Nominating Committee and aided by a leading independent search firm. In addition, Lorrie Norrington has informed the Board of her intention not to stand for re-e

    $ADSK
    Computer Software: Prepackaged Software
    Technology
  • UKG Hires Sarah Hodges as Chief Marketing Officer

    Key Points: Hodges brings a 20-year track record of marketing success and go-to-market strategic execution at global SaaS providers Autodesk and Procore Technologies Starting on January 6, Hodges will lead brand awareness and creative experiences, product and industry marketing, field marketing, and customer advocacy and digital customer experiences UKG, a leading provider of HR, payroll, workforce management, and culture solutions, today announced that Sarah Hodges will join the company as chief marketing officer (CMO) on January 6, 2025. Hodges will report to UKG President, GTM, Rachel Barger, and lead brand awareness and creative experiences, product and industry marketing, fiel

    $ADSK
    $PCOR
    Computer Software: Prepackaged Software
    Technology
  • M-Files Appoints Jay Bhatt as CEO

    Leadership Transition in Conjunction with Closing of Majority Recapitalization by Haveli Investments, Bregal Milestone and CrossParadigm Capital M-Files, the leader in knowledge work automation, today announced the appointment of industry veteran Jay Bhatt as CEO. Bhatt joins M-Files with an extensive history of operational excellence and a proven track record of helping software businesses scale, develop powerful go-to-market capabilities, and achieve best-in-class service and support while also investing in product innovation. Bhatt previously served as CEO of both private and public software companies, including Alfresco Software, Blackboard, and Progress Software (NASDAQ:PRGS), and pr

    $ADSK
    $PRGS
    Computer Software: Prepackaged Software
    Technology

$ADSK
Financials

Live finance-specific insights

See more
  • Autodesk extends invitation to join financial results conference call

    Fourth quarter fiscal 2025 financial results conference call to be held Thursday, February 27, 2025, 2 p.m. PT SAN FRANCISCO, Feb. 5, 2025 /PRNewswire/ -- Autodesk, Inc. (NASDAQ:ADSK) today announced it will share its fourth quarter fiscal 2025 financial results conference call via its website on Thursday, February 27, 2025, at 2 p.m. Pacific Time. Join the live webcast call here: autodesk.com/investors. An audio replay of the webcast will be available after 5 p.m. PT at autodesk.com/investors. More information will be available on autodesk.com/investors. About Autodesk The wo

    $ADSK
    Computer Software: Prepackaged Software
    Technology
  • AUTODESK, INC. ANNOUNCES FISCAL 2025 THIRD QUARTER RESULTS

    - Raising the mid-points of billings, revenue, margins, earnings per share, and free cash flow guidance ranges.- Janesh Moorjani appointed as chief financial officer. SAN FRANCISCO, Nov. 26, 2024 /PRNewswire/ -- Autodesk, Inc. (NASDAQ:ADSK) today reported financial results for the third quarter of fiscal 2025. All growth rates are compared to the third quarter of fiscal 2024, unless otherwise noted. A reconciliation of GAAP to non-GAAP results is provided in the accompanying tables. For definitions, please view the Glossary of Terms later in this document. Third Quarter Fiscal

    $ADSK
    Computer Software: Prepackaged Software
    Technology
  • Autodesk extends invitation to join financial results conference call

    Third quarter fiscal 2025 financial results conference call to be held Tuesday, November 26, 2024, 2 p.m. PT SAN FRANCISCO, Nov. 4, 2024 /PRNewswire/ -- Autodesk, Inc. (NASDAQ:ADSK) today announced it will share its third quarter fiscal 2025 financial results conference call via its website on Tuesday, November 26, 2024, at 2 p.m. Pacific Time. Join the live webcast call here: autodesk.com/investors. An audio replay of the webcast will be available after 5 p.m. PT at autodesk.com/investors. More information will be available on autodesk.com/investors. About Autodesk The world'

    $ADSK
    Computer Software: Prepackaged Software
    Technology

$ADSK
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more