8-KLeadership ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Mar 13, 2012)

Filed March 13, 2012For Securities:ADSK

Summary

This Autodesk, Inc. (ADSK) 8-K filing from March 13, 2012, primarily details material changes to executive compensation and governance. A key event is the amended and restated employment agreement for CEO Carl Bass, effective April 1, 2012. This new agreement sets his base salary at $990,000 annually and targets an incentive bonus of at least 125% of his base salary under the Executive Incentive Plan (EIP). It also outlines severance benefits for specific termination scenarios, including those related to a change of control. The filing also covers the approval of the Executive Incentive Plan for Fiscal Year 2013, which includes the establishment of target awards and payout formulas based on revenue and non-GAAP operating margin goals for all executive officers. Additionally, the Compensation Committee approved fiscal year 2013 sales commission targets for Steven Blum, SVP of Worldwide Sales and Services, with a significant portion of his compensation tied to revenue and contribution margin objectives. Finally, the report includes the approval of new award agreement forms under the 2012 Employee Stock Plan and the 2012 Outside Directors' Stock Plan, along with anticipated changes to the Compensation Committee composition following the 2012 Annual Meeting.

Key Highlights

  • 1Amended and restated employment agreement for CEO Carl Bass, effective April 1, 2012, with an annual base salary of $990,000 and a target incentive bonus of at least 125% of base salary.
  • 2CEO Carl Bass's employment agreement includes provisions for severance benefits in case of termination without cause or resignation for good reason, including change of control scenarios.
  • 3Approval of the Executive Incentive Plan (EIP) for Fiscal Year 2013, with performance metrics tied to revenue and non-GAAP operating margin goals for executive officers.
  • 4Fiscal Year 2013 Sales Commission Plan approved for Steven Blum, SVP of Worldwide Sales and Services, with 25% of his target cash compensation linked to sales performance.
  • 5New forms of award agreements for stock options and restricted stock units adopted under the 2012 Employee Stock Plan for executive officers.
  • 6New form of restricted stock unit award agreement approved under the 2012 Outside Directors' Stock Plan for non-employee directors.
  • 7Anticipated changes to the Compensation Committee composition effective June 7, 2012, following the 2012 Annual Meeting.

Frequently Asked Questions

Effective April 1, 2012, Carl Bass's employment agreement was amended and restated. His annual base salary is set at $990,000, and he is eligible for an annual incentive bonus targeting at least 125% of his base salary under the Executive Incentive Plan. The agreement also details severance provisions for specific termination events.

Autodesk approved its Executive Incentive Plan for FY 2013, which allows for annual cash bonuses for executive officers. Payouts are contingent on achieving specific revenue and non-GAAP operating margin targets. The plan also allows for bonuses to exceed target amounts based on performance and retains the Compensation Committee's discretion to adjust bonuses.

The company approved new forms of award agreements for stock options and restricted stock units under the 2012 Employee Stock Plan for executive officers, and a similar agreement for restricted stock units under the 2012 Outside Directors' Stock Plan for non-employee directors. This indicates an updated framework for granting equity-based compensation and aligns with the company's incentive structures for the upcoming fiscal year.

Yes, the filing indicates that there will be changes to the Compensation Committee's composition effective June 7, 2012, immediately following the 2012 Annual Meeting. The committee will then consist of Mary T. McDowell, Stacy J. Smith, and Steven M. West.