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)) |
| 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 | ||||||||||||
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 Senior Vice President, General Counsel and Secretary | ||
Date: June 8, 2012