Autodesk Inc
For the period ended Jan 31, 2024. Filed Jun 14, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 31, 2024 · Filed Jun 14, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the registrantx Filed by a Party other than the registrant¨
Check the appropriate box:
| ¨ | Preliminary proxy statement |
|---|---|
| ¨ | Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive proxy statement |
| ¨ | Definitive additional materials |
| ¨ | Soliciting material under § 240.14a-12 |
| AUTODESK, INC. | |
| (Name of Registrant as Specified in Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
June 14, 2024
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk’s 2024 Annual Meeting of Stockholders to be held on Tuesday, July 16, 2024, beginning at 3:00 p.m., Pacific Time. This year’s Annual Meeting will be held in a virtual format, through a live audio webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/ADSK2024. Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online. A webcast with the entire Annual Meeting will be available on the Autodesk Investor Relations website after the meeting. For further information on how to participate in the meeting, please see the section titled “Information About the 2024 Annual Meeting of Stockholders” in this Proxy Statement.
The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted during the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone, or (3) by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience. Your vote is very important.
We hope you will be able to attend this year’s Annual Meeting. As in prior years, this year’s Annual Meeting will include an opportunity for stockholders to ask questions. You may submit a question in advance of the meeting at proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending you the Proxy Statement. Live questions may be submitted online beginning shortly before the start of the Annual Meeting through www.virtualshareholdermeeting.com/ADSK2024.
On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.
Very truly yours,
Andrew Anagnost
President and Chief Executive Officer
Notice of 2024 Annual Meeting of Stockholders
| Date | Tuesday, July 16, 2024 |
|---|---|
| Time | 3:00 p.m., Pacific Time |
| Virtual Meeting | This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/ADSK2024. |
| Record Date | May 29, 2024. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. |
| Proxy Voting | Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance. You can vote your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form. If you attend the Annual Meeting, you may vote online during the Annual Meeting even if you previously voted. |
| Address of Corporate Headquarters | One Market Street, Suite #400San Francisco, CA 94105 |
| Meeting Details | See the section titled “Information About the 2024 Annual Meeting of Stockholders” in this Proxy Statement. |
| ITEMS OF BUSINESS | BOARD RECOMMENDATION | ||
| (1) | To elect the eleven directors listed in the accompanying Proxy Statement to serve for the coming year and until their successors are duly elected and qualified. | FOR each director nominee | |
| (2) | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025. | FOR | |
| (3) | To hold a non-binding vote to approve compensation for our named executive officers. | FOR | |
| (4) | To amend and restate our Amended and Restated Certificate of Incorporation to permit stockholders to call special meetings as specified in our Amended and Restated Bylaws, which would allow stockholders holding 25% or more of the voting power of our capital stock to call special meetings, and to eliminate inoperative provisions. | FOR | |
| (5) | To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, to enable stockholders holding 15% or more of our common stock to call special meetings. | AGAINST | |
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on July 16, 2024. Our 2024 Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/052769
By Order of the Board of Directors,
Ruth Ann Keene
Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary
June 14, 2024
| Table of Contents | |
|---|---|
| Proxy Summary | 1 |
| Environment, Social, and Governance Programs | 6 |
| Governance and our Board of Directors | 10 |
| Our Board of Directors | 10 |
| Skills, Experience and Knowledge of Director Nominees | 11 |
| Independence of the Board | 11 |
| Director Nominees | 12 |
| Board Leadership Structure | 18 |
| Stockholder Engagement | 18 |
| Fiscal Year 2024 Board Meetings | 18 |
| Board Committees | 19 |
| Independence of the Board and our Governance Practices | 21 |
| Certain Relationships and Related Party Transactions | 22 |
| Director Orientation and Continuing Education | 22 |
| Director Stock Ownership Policy | 22 |
| Outside Board Memberships | 23 |
| Director Selection, Qualifications, and Evaluations | 23 |
| Stockholder Recommendations and Nominations of Director Candidates | 24 |
| Corporate Governance Guidelines | 24 |
| Code of Business Conduct and Code of Ethics | 24 |
| Risk Oversight | 25 |
| Executive Succession Planning and Leadership Development | 25 |
| Board Evaluations | 25 |
| Contacting the Board | 26 |
| Executive Compensation | 27 |
| Compensation Discussion and Analysis | 27 |
| Executive Summary | 27 |
| The Compensation-Setting Process | 30 |
| Competitive Compensation Positioning and Peer Group | 32 |
| Principal Elements of the Executive Compensation Program | 33 |
| Executive Benefits | 39 |
| Employment Agreement and Post-Employment Compensation | 39 |
| Compensation Committee Report | 43 |
| Summary Compensation Table | 44 |
| Grants of Plan-Based Awards in Fiscal Year 2024 | 45 |
| Outstanding Equity Awards at Fiscal Year 2024 Year End | 47 |
| Option Exercises and Stock Vested in Fiscal Year 2024 | 48 |
| Non-qualified Deferred Compensation for Fiscal Year 2024 | 48 |
| CEO Pay Ratio | 48 |
| Pay versus Performance | 49 |
| Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement | 54 |
|---|---|
| Potential Payments Upon Termination or Change in Control | 57 |
| Compensation of Directors | 60 |
| Security Ownership of Certain Beneficial Owners and Management | 65 |
| Equity Compensation Plan Information | 66 |
| Delinquent Section 16(a) Reports | 66 |
| Report of the Audit Committee of the Board of Directors | 67 |
| Proposal One: Election of Directors | 68 |
| Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm | 69 |
| Principal Accounting Fees and Services | 69 |
| Pre-Approval of Audit and Non-Audit Services | 69 |
| Rotation | 70 |
| Proposal Three: Non-Binding Vote to Approve Compensation for Named Executive Officers | 71 |
| Stockholder Engagement on Executive Compensation | 71 |
| Compensation Guiding Principles | 71 |
| Leading Compensation Governance Practices | 72 |
| Proposal Four: Amend and Restate Our Certificate of Incorporation to Permit Stockholders to Call Special Meetings and to Eliminate Inoperative Provisions | 73 |
| Proposal Five: Stockholder Proposal to Allow Stockholders to Call Special Meetings | 76 |
| Information About the 2024 Annual Meeting of Stockholders | 79 |
| Other Matters | 85 |
| Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 |
| Appendix B - Proposed Amended and Restated Certificate of Incorporation | B-1 |
| Appendix C - Proposed Amended and Restated Bylaws Section 2.3 | C-1 |
Special Note About Forward-Looking Statements
This proxy statement includes statements regarding future plans, expectations, beliefs, intentions and prospects that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” of our Forms 10-K and 10-Q. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxy statement, except as required by law.
No Incorporation By Reference
This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.
Fiscal Year
Our fiscal year ends on January 31. References to “fiscal year 2024,” for example, refer to the fiscal year ended January 31, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.