Autodesk (NASDAQ: ADSK) adds officer exculpation after 2026 shareholder votes

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, and 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0000769397false01/3100007693972026-06-172026-06-17

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 17, 2026

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 5.03. Amendments to Articles of Incorporation or Bylaws.

Autodesk, Inc. (“Autodesk” or the “Company”) filed its Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which was approved by its stockholders at the Company’s 2026 Annual Meeting of Stockholders held on June 17, 2026 (the “Annual Meeting”), with the Delaware Secretary of State effective June 17, 2026. A description of the changes effected by the Certificate of Amendment is contained in Appendix B of the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 6, 2026, which Appendix B is incorporated herein by reference. The changes relate to providing for officer exculpation as permitted by Delaware law.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

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

The information set forth in Item 5.03 above is incorporated by reference herein. At the Annual Meeting, the Company elected the following eleven individuals to its Board of Directors. 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						171,597,422						741,011						230,522						14,904,908
Stacy J. Smith						148,036,428						23,865,848						666,679						14,904,908
Omar Abbosh						170,925,511						1,536,959						106,485						14,904,908
Karen Blasing						168,497,431						3,952,509						119,015						14,904,908
John T. Cahill						163,268,441						9,170,566						129,948						14,904,908
Jeff Epstein						171,661,637						796,383						110,935						14,904,908
Dr. Ayanna Howard						171,136,581						1,310,872						121,502						14,904,908
Blake Irving						152,805,313						19,199,910						563,732						14,904,908
Ram R. Krishnan						171,292,138						1,152,756						124,061						14,904,908
Rami Rahim						166,185,717						6,121,266						261,972						14,904,908
A.Christine (Christie) Simons						172,212,722						253,172						103,061						14,904,908

_______

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, 2027.						166,655,191						20,545,070						273,602						N/A
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.						157,541,146						14,331,996						695,813						14,904,908
Proposal to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.						140,505,491						31,936,243						127,221						14,904,908
Proposal to consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, requesting amendment to stockholder special meeting right.						82,024,923						90,243,190						300,842						14,904,908

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
3.1			Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Autodesk, Inc.
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 17, 2026

FAQ

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.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 8.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB