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 5, 2012

 

 

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.

Resignation of Pamela Strayer

On June 5, 2012 Pamela Strayer informed Autodesk, Inc. (“Autodesk” or the “Company”) of her intention to resign as Vice President Finance, Principal Accounting Officer, effective Friday, June 22, 2012. Mark Hawkins, the Company’s Executive Vice President and Chief Financial Officer, was named as Principal Accounting Officer by the Board of Directors on June 7, 2012.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Autodesk held on June 7, 2012 (the “Annual Meeting”), the stockholders of Autodesk 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			185,790,047				3,206,237				325,682				14,190,160
Crawford W. Beveridge			185,344,871				3,632,640				344,455				14,190,160
J. Hallam Dawson			185,337,128				3,615,859				368,979				14,190,160
Per-Kristian Halvorsen			185,479,632				3,504,751				337,583				14,190,160
Mary T. McDowell			174,012,018				14,974,970				334,978				14,190,160
Lorrie M. Norrington			187,946,867				1,038,266				336,833				14,190,160
Charles J. Robel			187,810,618				1,169,197				342,151				14,190,160
Stacy J. Smith			176,685,665				12,299,019				337,282				14,190,160
Steven M. West			173,864,088				15,113,593				344,285				14,190,160

 

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

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, 2013			198,881,146				4,166,815				464,165				0
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.			101,513,638				86,530,710				1,277,618				14,190,160

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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 8, 2012