8-KLeadership ChangesShareholder MattersCorporate Changes+1

Autodesk, Inc. 8-K Report, Executive Changes (Jun 15, 2018)

Filed June 15, 2018For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K on June 14, 2018, detailing significant leadership changes and corporate governance updates following its Annual Meeting of Stockholders held on June 12, 2018. Notably, Stacy J. Smith has been appointed as the Non-Executive Chairman of the Board, succeeding Crawford W. Beveridge, who will remain a director. This transition comes with a new compensation structure for Mr. Smith in his chairman role, including an annual retainer and a restricted stock unit grant. The filing also announces the departure of Paul Underwood as Principal Accounting Officer, with R. Scott Herren assuming these duties in addition to his CFO responsibilities. Furthermore, the report outlines the updated composition of the Board's key committees and confirms the election of eight directors at the Annual Meeting. Stockholder approval was also received for the ratification of Ernst & Young LLP as the independent auditor and, on an advisory basis, for executive compensation. The Board's bylaws were amended to allow the number of directors to be determined by the Board itself. These changes indicate a focus on board leadership, governance structure, and financial oversight.

Key Highlights

  • 1Stacy J. Smith appointed as Non-Executive Chairman of the Board, effective June 12, 2018.
  • 2Crawford W. Beveridge transitions from Chairman to a Board member.
  • 3Stacy J. Smith receives $75,000 annual retainer and a $200,000 restricted stock unit grant (cliff vesting in two years) for his Chairman role.
  • 4Paul Underwood resigned as Principal Accounting Officer; R. Scott Herren appointed as Principal Accounting Officer, retaining CFO and Principal Financial Officer roles.
  • 5Board bylaws amended to allow the Board to determine the number of directors.
  • 6Eight directors were elected to the Board at the Annual Meeting.
  • 7Stockholders ratified Ernst & Young LLP as the independent auditor and approved executive compensation on an advisory basis.

Frequently Asked Questions

The most significant leadership change is the appointment of Stacy J. Smith as the Non-Executive Chairman of the Board, replacing Crawford W. Beveridge, who will continue as a Board member. Additionally, Paul Underwood resigned as Principal Accounting Officer, and R. Scott Herren has taken on this role in addition to his existing positions as Senior Vice President, Chief Financial Officer, and Principal Financial Officer.

Stacy J. Smith will receive an annual retainer of $75,000 for his role as Non-Executive Chairman, paid similarly to other non-employee directors. He also received a one-time grant of restricted stock units valued at $200,000, which vests two years from the grant date.

Yes, the Board of Directors amended and restated the Company's Bylaws to allow the number of directors to be determined by resolution of the Board from time to time. The committee compositions for the Audit Committee, Compensation and Human Resources Committee, and Corporate Governance and Nominating Committee were also updated following the Annual Meeting.

Stockholders elected eight individuals to the Board of Directors. They also approved the ratification of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year and, on a non-binding advisory basis, approved the compensation of the Company's named executive officers.