8-KLeadership ChangesCorporate ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Mar 29, 2011)

Filed March 29, 2011For Securities:ADSK

Summary

This Form 8-K filing by Autodesk, Inc. (ADSK) on March 29, 2011, primarily reports on two key governance changes. First, the company announced the appointment of Lorrie M. Norrington to its Board of Directors, effective March 24, 2011. Ms. Norrington will receive standard director compensation, including an annual fee and stock options, and will join the Audit Committee following the 2011 Annual Meeting. Second, Autodesk's Compensation Committee approved the eligibility of executive officers to participate in the Executive Incentive Plan for Fiscal Year 2012. This annual cash incentive plan is designed to reward executives based on the achievement of specific company financial and non-financial objectives, such as revenue and non-GAAP operating margin targets. The actual payout will be contingent on performance against these goals and the executive's continued employment.

Key Highlights

  • 1Autodesk appointed Lorrie M. Norrington to its Board of Directors on March 24, 2011.
  • 2Ms. Norrington will receive an annual compensation of $75,000 and an initial stock option grant.
  • 3Ms. Norrington will join the Audit Committee as a member effective June 16, 2011, following the annual meeting.
  • 4The Board amended the company's Bylaws to increase the number of directors from eight to nine.
  • 5Executive officers are eligible to participate in the Executive Incentive Plan for Fiscal Year 2012.
  • 6The Executive Incentive Plan is an annual cash incentive based on achieving fiscal year 2012 revenue and non-GAAP operating margin targets.
  • 7Actual bonus payouts under the EIP will vary based on performance against goals and individual performance, ranging from zero to potentially exceeding target amounts.

Frequently Asked Questions

Lorrie M. Norrington was appointed to Autodesk's Board of Directors on March 24, 2011. Her appointment is significant as it expands the Board and strengthens its Audit Committee. She will receive standard compensation for non-employee directors, including a stock option grant, indicating the company's commitment to aligning executive and director interests with shareholder value.

The EIP is an annual cash incentive plan for Autodesk's executive officers for Fiscal Year 2012. It is designed to motivate and reward executives based on the company's financial and non-financial performance. Executives can earn bonuses from zero up to potentially more than their target amount, contingent on achieving specific revenue and non-GAAP operating margin goals for FY2012.

The filing indicates that the Board amended its Bylaws to increase the number of directors from eight to nine. While the specific strategic reasons are not detailed in this 8-K, such an increase often allows for greater flexibility in board composition, ensuring diverse skills and experiences, and potentially accommodating new directors like Ms. Norrington without requiring an immediate departure of another member.

Bonuses under the EIP are determined by the achievement of pre-defined targets for fiscal year 2012, specifically related to company revenues and non-GAAP operating margin levels. The Compensation Committee sets these targets and a funding/payout formula. Actual payouts will depend on how well the company meets or exceeds these goals, and may also consider individual performance. Executives must also be employed on the payout date to receive any bonus.