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, 2010

 

 

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))

 

 

 

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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.

Approval of EIP and Amendments to 2008 Plan

At the Annual Meeting of Stockholders of Autodesk, Inc. (“Autodesk” or the “Company”) held on June 10, 2010 (the “Annual Meeting”), the stockholders of Autodesk voted on and approved the Autodesk Executive Incentive Plan, as amended (the “EIP”), and amendments to the Autodesk 2008 Employee Stock Plan (the “2008 Plan”).

The terms and conditions of the EIP and the 2008 Plan are described in Autodesk’s Proxy Statement dated April 27, 2010. The EIP and the 2008 Plan are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are each incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 10, 2010, the Board of Directors of Autodesk amended Article III, Section 3.2 of the Company’s Bylaws to change the number of directors from nine (9) to eight (8). 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.

The information contained in Item 5.02 above is hereby incorporated by reference. At the Annual Meeting, the stockholders of Autodesk re-elected the following 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		178,431,001		5,248,315		85,420		16,279,346
Crawford W. Beveridge		175,406,255		8,223,722		134,759		16,279,346
J. Hallam Dawson		175,290,629		8,341,315		132,792		16,279,346
Per-Kristian Halvorsen		169,649,511		13,984,434		130,791		16,279,346
Sean M. Maloney		172,384,797		11,244,884		135,055		16,279,346
Mary T. McDowell		182,200,343		1,433,156		131,237		16,279,346
Charles J. Robel		181,399,134		2,230,318		135,284		16,279,346
Steven M. West		171,857,035		11,774,025		133,676		16,279,346

 

*	Abstentions and broker non-votes do not affect the outcome of the election.

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In addition, the following proposals were voted on and approved at our 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, 2011		192,685,649		7,157,871		200,562		0
Proposal to approve the Executive Incentive Plan		173,292,357		10,100,049		372,330		16,279,346
Proposal to approve amendments to the 2008 Employee Stock Plan		131,225,423		52,291,109		248,204		16,279,346

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
3.1		Bylaws, as amended
10.1		Autodesk, Inc. Executive Incentive Plan
10.2		Autodesk, Inc. 2008 Employee Stock Plan

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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.

 

Date: June 14, 2010

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Bylaws, as amended
10.1		Autodesk, Inc. Executive Incentive Plan
10.2		Autodesk, Inc. 2008 Employee Stock Plan