8K - 2015 June - Annual Meeting



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 10, 2015
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 (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))






Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of the 2012 Employee Stock Plan
At the Annual Meeting of Stockholders of Autodesk, Inc. ("Autodesk" or the "Company") held on June 10, 2015 (the “Annual Meeting”), the stockholders of Autodesk voted on and approved an amendment of the Autodesk 2012 Employee Stock Plan (the "2012 Employee Plan") to increase the number of shares reserved for issuance under the plan by 12.5 million shares.
The terms and conditions of the 2012 Employee Plan, as amended, are described in Autodesk's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2015. The 2012 Employee Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
At 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
183,159,081
1,045,044
418,497
13,672,684
Crawford W. Beveridge
182,132,865
2,049,186
440,571
13,672,684
J. Hallam Dawson
182,101,091
2,080,485
441,046
13,672,684
Thomas Georgens
169,140,993
15,061,053
420,576
13,672,684
Per-Kristian Halvorsen
181,614,566
2,586,098
421,958
13,672,684
Mary T. McDowell
172,886,128
11,319,982
416,512
13,672,684
Lorrie M. Norrington
183,898,240
308,579
415,803
13,672,684
Betsy Rafael
183,163,575
1,043,647
415,400
13,672,684
Stacy J. Smith
171,967,287
12,240,491
414,844
13,672,684
Steven M. West
183,914,791
287,300
420,531
13,672,684
___________________
*    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, 2016.
196,193,852
1,671,392
430,062
—
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.
162,961,152
21,199,456
462,014
13,672,684
Proposal to approve the Autodesk, Inc. 2012 Employee Stock Plan, as amended, to increase the shares reserved for issuance by 12.5 million shares.

154,058,949
30,136,837
426,836
13,672,684






Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.    Description
10.1        Autodesk, Inc. 2012 Employee Stock Plan, as amended








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
Senior Vice President, General Counsel and Secretary
Date: June 11, 2015





EXHIBIT INDEX

Exhibit No.    Description
10.1        Autodesk, Inc. 2012 Employee Stock Plan, as amended