8K - 2013 June - Annual Meeting Bylaws and Comp
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 13, 2013
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
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| | | | |
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))
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Sales Commission Plan with Steven Blum
On June 13, 2013, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) substituted revenue and non-GAAP operating margin compensation objectives in lieu of contribution margin compensation objectives for Steven Blum, the Company's Senior Vice President, Worldwide Sales and Services. Additional information regarding Mr. Blum's compensation for fiscal 2014 is set forth in the Current Report on Form 8-K filed by the Company on March 25, 2013.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 13, 2013, the Board amended Article III, Section 3.2 of the Company's Bylaws to change the number of directors from ten (10) to nine (9). The Bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on June 13, 2013 (the “Annual Meeting”), the stockholders of the Company elected the following nine individuals to the Board. Each Director will serve for the ensuing year and until their successors are duly elected and qualified.
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| | | | | | | | |
Nominee | Votes For | Votes Against | Abstentions* | Broker Non Votes* |
Carl Bass | 178,256,226 |
| 2,686,879 |
| 127,159 |
| 16,433,259 |
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Crawford W. Beveridge | 177,712,307 |
| 3,214,007 |
| 143,950 |
| 16,433,259 |
|
J. Hallam Dawson | 177,799,706 |
| 3,128,691 |
| 141,867 |
| 16,433,259 |
|
Thomas Georgens | 176,977,214 |
| 3,941,416 |
| 151,634 |
| 16,433,259 |
|
Per-Kristian Halvorsen | 111,733,146 |
| 69,182,355 |
| 154,763 |
| 16,433,259 |
|
Mary T. McDowell | 174,568,589 |
| 6,354,618 |
| 147,057 |
| 16,433,259 |
|
Lorrie M. Norrington | 180,616,706 |
| 306,579 |
| 146,979 |
| 16,433,259 |
|
Stacy J. Smith | 174,386,738 |
| 6,531,610 |
| 151,916 |
| 16,433,259 |
|
Steven M. West | 180,420,907 |
| 498,847 |
| 150,510 |
| 16,433,259 |
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___________________
* 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.
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| | | | | | | | |
| 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, 2014 | 192,627,477 |
| 4,616,659 |
| 259,387 |
| — |
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Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. | 117,146,084 |
| 62,951,910 |
| 972,270 |
| 16,433,259 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Bylaws, 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.
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| | |
| | AUTODESK, INC. |
| | |
| | By:/s/ Pascal W. Di Fronzo |
| | Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary |
Date: June 14, 2013
EXHIBIT INDEX
Exhibit No. Description
3.1 Bylaws, as amended