Washington, DC 20549

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 16, 2022
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
Delaware   000-14338   94-2819853
(State or other jurisdiction of
  (Commission File Number)   (IRS Employer
Identification No.)
111 McInnis Parkway
San Rafael, California 94903
(Address of principal executive offices) (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))

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.

Autodesk 2022 Equity Incentive Plan

At the 2022 Annual Meeting of Stockholders of Autodesk, Inc. ("Autodesk" or the "Company") held on June 16, 2022 (the “Annual Meeting”), the stockholders of Autodesk voted on and approved the Autodesk 2022 Equity Incentive Plan (the "2022 Plan").

The terms and conditions of the 2022 Plan are described in Autodesk's definitive proxy statement filed with the Securities and Exchange Commission on May 2, 2022. The 2022 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

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

At its Annual Meeting, the Company elected the following ten individuals to its Board of Directors (the "Board"). Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.
Votes For
Votes Against
Broker Non-Votes*
Andrew Anagnost
177,727,667 1,361,095 124,176 13,562,755
Karen Blasing
178,270,754 807,080 135,104 13,562,755
Reid French
177,861,647 1,207,650 143,641 13,562,755
Dr. Ayanna Howard
178,277,615 808,038 127,285 13,562,755
Blake Irving
177,856,604 1,221,767 134,567 13,562,755
Mary T. McDowell
173,695,680 5,386,400 130,858 13,562,755
Stephen Milligan
178,260,415 817,436 135,087 13,562,755
Lorrie M. Norrington
166,023,920 13,060,702 128,316 13,562,755
Betsy Rafael
177,842,787 1,241,343 128,808 13,562,755
Stacy J. Smith
174,432,429 4,651,769 128,740 13,562,755
* 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
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, 2023.
178,059,423 14,631,508 84,762 NA
Proposal to approve, on a non-binding advisory basis, the compensation of the
Company’s named executive officers as described in the proxy statement.*
165,552,648 13,175,932 484,358 13,562,755
Proposal to approve the Autodesk 2022 Equity Incentive Plan.
166,982,594 12,127,997 102,347 13,562,755
* Broker non-votes do not affect the outcome of voting on this proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

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.
  By:  /s/  Ruth Ann Keene
  Ruth Ann Keene
Executive Vice President, Chief Legal Officer
Date:  June 21, 2022

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