Current Report Filing (8-k)

Date : 06/13/2019 @ 8:02PM
Source : Edgar (US Regulatory)
Stock : Autodesk Inc (ADSK)
Quote : 179.53  0.21 (0.12%) @ 2:43PM

Current Report Filing (8-k)




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 12, 2019
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:
 
 
[  ] 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
ADSK
 
The Nasdaq Global Select Market






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]








Item 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Accounting Officer

On June 12, 2019, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) appointed Stephen Hope, the Company’s current Vice President, Corporate Controller, as Principal Accounting Officer. Mr. Hope will replace R. Scott Herren as the Company’s Principal Accounting Officer. Mr. Herren will continue to serve as the Company’s Senior Vice President, Chief Financial Officer and Principal Financial Officer. Mr. Hope’s appointment was effective June 12, 2019.
Mr. Hope, 52, has served as Vice President, Corporate Controller of the Company since September 2018. Previously, Mr. Hope served as Senior Director, Assistant Corporate Controller from October 2015 to September 2018 and as Senior Director, Worldwide Revenue Operations from April 2013 to October 2015.

Mr. Hope has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Hope is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Hope will continue working under his existing compensation arrangement. Mr. Hope has not entered into any material plan, contract, arrangement or amendment in connection with his appointment as Principal Accounting Officer. Mr. Hope will not receive any grant or award as a result of his appointment.

Committee Composition

Effective following the Company’s Annual Meeting of Stockholders held on June 12, 2019 (the “Annual Meeting”), the composition of the Board’s Audit Committee, Compensation and Human Resources Committee, and Corporate Governance and Nominating Committee are as follows:
 
Audit Committee
Compensation and Human Resources Committee
Corporate Governance and Nominating Committee
Karen Blasing
X
 
 
Reid French
 
X
 
Blake Irving
 
X
 
Mary T. McDowell
 
Chair
 
Stephen Milligan
X
 
 
Lorrie M. Norrington
 
 
Chair
Betsy Rafael
Chair
 
 
Stacy J. Smith
 
 
X







Item 5.07.      Submission of Matters to a Vote of Security Holders.

At 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.

Nominee
Votes For
Votes Against
Abstentions*
Broker Non-Votes*
Andrew Anagnost
188,407,148
741,292
72,889
13,726,317
Karen Blasing
188,399,855
743,714
77,760
13,726,317
Reid French
187,931,027
1,211,328
78,974
13,726,317
Blake Irving
188,671,238
470,931
79,160
13,726,317
Mary T. McDowell
187,819,071
1,325,812
76,446
13,726,317
Stephen Milligan
146,241,276
42,900,945
79,108
13,726,317
Lorrie M. Norrington
186,918,057
2,226,284
76,988
13,726,317
Betsy Rafael
187,409,089
1,735,600
76,640
13,726,317
Stacy J. Smith
187,568,349
1,575,690
77,290
13,726,317
___________________
*    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, 2020.
197,019,682
5,860,864
67,100
N/A
Proposal to approve, on a nonbinding advisory basis, the compensation of the
Company’s named executive officers as described in the proxy statement.
180,796,534
8,325,178
99,617
13,726,317
___________________
*    Broker non-votes do not affect the outcome of the election.












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
SVP, Corporate Affairs, Chief Legal Officer and Secretary
Date: June 13, 2019


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