Autodesk adds officer exculpation to charter
Autodesk, Inc. reported results from its 2026 Annual Meeting of Stockholders and a related change to its corporate charter.
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Form Type
8-K
Rhea-AI Filing Summary
Autodesk, Inc. reported results from its 2026 Annual Meeting of Stockholders and a related change to its corporate charter. Stockholders approved a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, and Autodesk filed this amendment with the Delaware Secretary of State effective June 17, 2026.
All eleven nominated directors were elected for one-year terms. Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027 and approved, on an advisory basis, the compensation of named executive officers. A stockholder proposal to amend the stockholder special meeting right did not receive sufficient support and was not approved.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Officer exculpation amendment approval: 140,505,491 votes for
Auditor ratification votes for: 166,655,191 votes
Say-on-pay votes for: 157,541,146 votes
+3 more
6 metrics
Officer exculpation amendment approval
140,505,491 votes for
Charter amendment to provide for officer exculpation
Auditor ratification votes for
166,655,191 votes
Ernst & Young LLP for fiscal year ending January 31, 2027
Say-on-pay votes for
157,541,146 votes
Advisory approval of named executive officer compensation
Special meeting proposal votes for
82,024,923 votes
Stockholder proposal on special meeting right (not approved)
Highest director support
172,212,722 votes for
Election of A. Christine (Christie) Simons to the Board
Broker non-votes on director elections
14,904,908
Each director election at the 2026 Annual Meeting
Key Terms
officer exculpation, Certificate of Amendment, independent registered public accounting firm, non-binding advisory basis, +1 more
5 terms
officer exculpation regulatory
"The changes relate to providing for officer exculpation as permitted by Delaware law."
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
Certificate of Amendment regulatory
"filed its Certificate of Amendment to its Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
independent registered public accounting firm financial
"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis regulatory
"approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"Broker Non-Votes 14,904,908"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What corporate change did Autodesk (ADSK) approve at the 2026 annual meeting?
Autodesk stockholders approved a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law. The amendment was filed with the Delaware Secretary of State and became effective on June 17, 2026.
Which directors were elected to Autodesk (ADSK)’s board at the 2026 annual meeting?
Stockholders elected eleven directors, including Andrew Anagnost, Stacy J. Smith, Omar Abbosh, Karen Blasing, John T. Cahill, Jeff Epstein, Dr. Ayanna Howard, Blake Irving, Ram R. Krishnan, Rami Rahim, and A. Christine (Christie) Simons, each to serve for the ensuing year.
Did Autodesk (ADSK) stockholders approve the auditor at the 2026 annual meeting?
Yes. Stockholders voted to ratify Ernst & Young LLP as Autodesk’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 166,655,191 votes for, 20,545,070 against, and 273,602 abstentions recorded on this proposal.
How did Autodesk (ADSK) stockholders vote on executive compensation in 2026?
Stockholders approved, on a non-binding advisory basis, the compensation of Autodesk’s named executive officers, with 157,541,146 votes for, 14,331,996 votes against, 695,813 abstentions, and 14,904,908 broker non-votes, as described in the company’s proxy statement materials.
What happened to the Autodesk (ADSK) stockholder proposal on special meeting rights?
The stockholder proposal requesting an amendment to the stockholder special meeting right was not approved. It received 82,024,923 votes for, 90,243,190 votes against, 300,842 abstentions, and 14,904,908 broker non-votes, so it failed to obtain the required level of support.
When did Autodesk’s officer exculpation charter amendment become effective?
The Certificate of Amendment providing for officer exculpation became effective on June 17, 2026, when Autodesk filed it with the Delaware Secretary of State, following stockholder approval at the company’s 2026 Annual Meeting of Stockholders held the same day.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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