8-KCorporate ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Bylaw Amendment (Dec 18, 2008)

Filed December 18, 2008For Securities:ADSK

Summary

Autodesk, Inc. filed an 8-K report on December 18, 2008, detailing amendments to its corporate bylaws. The primary changes focus on clarifying procedures for special stockholder meetings, revising the advance notice requirements for both stockholder proposals and director nominations, and updating rules regarding inspectors of election and officer appointments. These amendments are significant as they alter the timelines and requirements for shareholders wishing to propose actions or nominate directors at future annual meetings, including the 2009 meeting. Key takeaways for investors include the specific deadlines for submitting proposals for inclusion in proxy materials and for bringing business before an annual meeting. For the 2009 annual meeting, proposals for inclusion must be received by December 29, 2008, and the "Notice Period" for nominations and other business is set from February 12, 2009, to March 14, 2009. Investors should be aware of these updated timelines to effectively exercise their rights to participate in corporate governance.

Key Highlights

  • 1Autodesk amended and restated its corporate bylaws on December 12, 2008.
  • 2Key changes include clarifications on calling and cancelling special stockholder meetings.
  • 3Advance notice requirements for stockholder proposals and director nominations have been revised.
  • 4Specific deadlines are set for stockholder proposals to be included in proxy materials for the 2009 annual meeting (December 29, 2008).
  • 5The 'Notice Period' for stockholder nominations and other business at the 2009 annual meeting is from February 12, 2009, to March 14, 2009.
  • 6Bylaws were updated regarding inspectors of election and the appointment/removal of executive and non-executive officers.
  • 7The filing includes the Amended and Restated Bylaws as Exhibit 3.1.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and provide details on the amendments made to Autodesk's corporate bylaws by the Board of Directors. These amendments clarify and update procedures related to stockholder meetings, proposals, and director nominations.

For proposals to be considered for inclusion in Autodesk's proxy materials for the 2009 annual meeting, shareholders must submit them by December 29, 2008. The 'Notice Period' for stockholders wishing to nominate directors or bring other business before the 2009 annual meeting runs from February 12, 2009, to March 14, 2009.

Yes, the amendments clarify various provisions related to the calling and cancelling of special meetings of stockholders.

The bylaws have revised advance notice requirements for nominating directors. Shareholders wishing to nominate a director must deliver written notice to Autodesk's General Counsel within the specified 'Notice Period' (February 12, 2009 - March 14, 2009 for the 2009 meeting) and provide specific information about the nominees and themselves. If a shareholder only wishes to recommend a candidate for the Governance Committee's consideration, they should follow the procedures outlined in Autodesk's proxy statement.