Shareholders back Autodesk's 2022 equity plan, ratify EY auditor

Rhea-AI Filing Summary

Autodesk, Inc. (ADSK) filed an 8-K covering outcomes of its 18 June 2025 Annual Meeting and related governance actions.

Board & Committee Updates: Newly elected directors Jeff Epstein and A. Christine (Christie) Simons were placed on the Audit Committee, with the Board designating both as “audit committee financial experts” under Reg. S-K Item 407(d)(5). The full slate of ten incumbent directors was re-elected; support ranged from 86 % to 98 % of votes cast.

Equity Incentive Plan: Shareholders approved the amendment and restatement of the 2022 Equity Incentive Plan (filed as Exhibit 10.1). This refresh broadens the share reserve and maintains key incentive design features intended to attract and retain talent.

Additional Shareholder Votes: • Auditor ratification: Ernst & Young LLP confirmed for FY 2026 (90 % “For”). • Say-on-Pay: 152.9 M For vs. 20.3 M Against (approx. 12 % opposition).

Overall, the meeting produced no operational or financial revisions but modestly strengthens governance via committee expertise and refreshed equity compensation capacity.

Positive

• Appointment of two audit committee financial experts strengthens financial oversight and aligns with governance best practices.
• Shareholders approved the amended 2022 Equity Incentive Plan, ensuring continued ability to attract and retain key employees.
• Ernst & Young LLP ratified as auditor for FY 2026, providing continuity and regulatory assurance.

Negative

• Notable but non-material shareholder dissent (≈12-15 %) against certain directors and executive pay may indicate pockets of governance concern.

Insights

Corporate Governance Expert

TL;DR: Board adds audit expertise; shareholders back equity plan—low risk, governance positive.

The appointment of Epstein and Simons as audit committee financial experts enhances oversight quality and fulfills NYSE/Nasdaq best-practice guidelines. Re-election of all directors, with >86 % support, signals broad investor confidence despite moderate dissent for two members (Smith 15 % and Irving 12 % against). Approval of the amended 2022 Equity Plan provides additional share capacity without triggering dilution limits, indicating shareholder alignment on talent retention strategy. With auditor ratification secured, governance risk remains low. No immediate valuation impact, but improved committee composition and refreshed incentives are constructive for long-term stewardship.

Portfolio Manager

TL;DR: Routine AGM; incremental positive for governance, neutral for valuation.

Nothing in the filing alters earnings outlook or cash flows. However, stronger audit oversight and continued relationship with EY reduce compliance risk, a subtle positive for risk-adjusted discount rates. The equity plan’s passage keeps Autodesk competitive for tech talent, important given intense AI recruiting. Shareholder dissent levels are within industry norms and should not drive activism. Overall impact is marginally positive but not thesis-changing.

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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 18, 2025

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.)

One Market Street, Ste. 400
San Francisco,			California			94105
(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.

Board Committee Appointments

On April 24, 2025, Autodesk, Inc. (“Autodesk” or the “Company”) filed a Current Report on Form 8-K disclosing, among other things, that Jeff Epstein and A. Christine (Christie) Simons were appointed to the Company’s Board of Directors (the “Board”), effective immediately following the conclusion of the Company’s 2025 annual meeting of stockholders. At the time of their appointments, the Board had not made a final determination regarding the committees of the Board to which Mr. Epstein and Ms. Simons would be appointed. On June 18, 2025, the Board appointed each of Mr. Epstein and Ms. Simons to the Audit Committee of the Board, effective immediately. The Board has determined that each of Mr. Epstein and Ms. Simons is an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.

Amendment and Restatement of the Company’s 2022 Equity Incentive Plan

As further described in Item 5.07 of this Current Report below, at the 2025 Annual Meeting of Stockholders of the Company held on June 18, 2025 (the “Annual Meeting”), the stockholders of Autodesk voted on and approved the amendment and restatement of the Company’s 2022 Equity Incentive Plan (the "2022 Plan as Amended and Restated").

The terms and conditions of the 2022 Plan as Amended and Restated are described in Autodesk's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 6, 2025. The 2022 Plan as Amended and Restated 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.

The information set forth in Item 5.02 above is incorporated by reference herein. At the Annual Meeting, the Company elected the following ten individuals to its Board. Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.

Nominee						Votes For						Votes Against						Abstentions						Broker Non-Votes
Andrew Anagnost						170,772,192						2,765,235						124,047						15,033,309
Stacy J. Smith						146,133,194						25,871,724						1,656,556						15,033,309
Karen Blasing						171,511,650						2,045,670						104,154						15,033,309
John T. Cahill						168,924,255						4,604,898						132,321						15,033,309
Reid French						162,019,334						11,540,457						101,683						15,033,309
Dr. Ayanna Howard						169,944,923						3,616,699						99,852						15,033,309
Blake Irving						151,696,053						21,483,370						482,051						15,033,309
Ram R. Krishnan						171,346,336						2,168,928						146,210						15,033,309
Stephen Milligan						170,752,250						2,792,660						116,564						15,033,309
Rami Rahim						164,436,342						8,586,226						638,906						15,033,309

_______

As previously disclosed, on April 23, 2025, the Board appointed Jeff Epstein and A. Christine (Christie) Simons to the Board, effective immediately following the conclusion of the Annual Meeting.

In addition, the following proposals were voted on and approved at the Annual Meeting.

Proposal						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, 2026.						169,330,158						19,127,944						236,681
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.						152,924,867						20,345,812						390,795						15,033,309
Proposal to amend and restate the Company’s 2022 Equity Incentive Plan.						161,559,339						11,627,585						474,550						15,033,309

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			Autodesk, Inc. 2022 Equity Incentive Plan As Amended and Restated
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/  Ruth Ann Keene

Ruth Ann Keene
Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary

Date:  June 20, 2025

FAQ

What board committee changes did Autodesk (ADSK) announce?

Jeff Epstein and Christie Simons were appointed to the Audit Committee and designated as audit committee financial experts.

Was Autodesk's 2022 Equity Incentive Plan amendment approved?

Yes. Shareholders passed the amendment with 161.6 M votes For versus 11.6 M Against.

Who will audit Autodesk for the fiscal year ending January 31, 2026?

Shareholders ratified Ernst & Young LLP as the independent auditor.

How did shareholders vote on executive compensation for ADSK?

The Say-on-Pay resolution received 152.9 M For and 20.3 M Against, or roughly 88 % support.

Which directors faced the highest opposition?

Stacy J. Smith (15 % Against) and Blake Irving (12 % Against) recorded the most dissent among the ten nominees.