8-KLeadership ChangesCorporate ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Dec 21, 2016)

Filed December 21, 2016For Securities:ADSK

Summary

Autodesk, Inc. filed an 8-K report on December 20, 2016, detailing key changes within the company. The Compensation and Human Resources Committee amended the Executive Change in Control Program, extending its termination date from January 31, 2017, to January 31, 2022, and updating certain definitions and administrative provisions. This program provides for payments to executive officers upon termination without cause or for good reason in connection with a change of control, subject to certain conditions. Additionally, the filing reports the resignation of board member Steven West on December 16, 2016, for personal reasons. Mr. West's departure, which was not due to any disagreement with the company, led to an immediate amendment of the company's Bylaws. The Board reduced the number of directors from eleven to ten to reflect this vacancy. These changes are primarily administrative and related to executive compensation and board structure.

Key Highlights

  • 1Autodesk extended its Executive Change in Control Program by five years, from January 31, 2017, to January 31, 2022.
  • 2Amendments to the Executive Change in Control Program included updates to definitions and administrative mechanics.
  • 3The Program provides severance benefits to executive officers upon termination without cause or for good reason during a change of control.
  • 4Board member Steven West resigned from the Board of Directors for personal reasons.
  • 5Mr. West's resignation was not linked to any disagreements with the company regarding its operations, policies, or practices.
  • 6Following Mr. West's resignation, Autodesk amended its Bylaws to reduce the size of its Board of Directors from eleven to ten members.

Frequently Asked Questions

The Executive Change in Control Program is designed to provide financial security to Autodesk's executive officers by outlining specific payments they would receive if their employment is terminated without 'cause' or for 'good reason' in the event of a 'change of control' of the company, provided they sign a release and non-solicitation agreement. The program was amended to extend its duration for another five years, until January 31, 2022, and to update certain definitions and administrative processes.

Steven West resigned from the Board of Directors for personal reasons. His departure, effective immediately upon announcement, reduced the board's size from eleven to ten members. The company stated that his resignation was not due to any disputes or disagreements with Autodesk concerning its business operations, policies, or practices.

The reduction in the number of board members from eleven to ten is an administrative change directly resulting from Mr. West's resignation. While it adjusts the board's size, it does not fundamentally alter the board's responsibilities or governance structure. The company's Bylaws were amended to reflect this new director count.

The immediate financial implications for shareholders are minimal. The extension of the Change in Control Program ensures executive retention and stability during potential future transition periods, which is standard practice. The board size adjustment is a consequence of a director's departure and is primarily an internal governance matter.