8-KLeadership ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Apr 28, 2022)

Filed April 28, 2022For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K on April 27, 2022, detailing amendments to its Executive Change in Control Program and the employment agreement of its CEO, Andrew Anagnost. These changes, effective April 27, 2022, were the result of a periodic review and primarily adjust how bonus components are calculated for certain severance scenarios. Specifically, the amendments now base these calculations on target bonus amounts rather than average historical bonuses or actual bonuses achieved, ensuring a more consistent and predictable framework for executive severance. While the benefit levels and material terms of the program remain largely unchanged from its last update in 2016, the new provisions aim to provide clarity and potentially a more advantageous payout structure for executives in specific change-in-control situations. The amended program is set to expire on January 31, 2027, unless extended by the Board. Investors should note that these updates pertain to executive compensation and change-in-control provisions and do not reflect any immediate operational or financial performance changes for the company.

Key Highlights

  • 1Autodesk amended and restated its Executive Change in Control Program and its CEO's employment agreement.
  • 2The amendments are effective as of April 27, 2022.
  • 3The primary change involves calculating the bonus-based component of certain severance packages using target bonuses instead of average historical or actual bonuses.
  • 4This update aims to provide a more consistent basis for severance calculations in change-in-control events.
  • 5The core benefit levels and material terms of the program remain largely consistent with prior versions.
  • 6The amended Executive Change in Control Program has a sunset clause, expiring on January 31, 2027, unless extended by the Board.

Frequently Asked Questions

The main purpose of these amendments is to update the methodology for calculating the bonus component of certain executive severance payments during a change-in-control event. The changes standardize the calculation based on target bonuses, aiming for greater predictability and consistency.

These amendments specifically relate to severance calculations in the event of a change in control. They do not appear to alter the base compensation or ongoing bonus structures for executives outside of these specific change-in-control scenarios. The benefit levels are described as generally not modified.

The amended and restated Executive Change in Control Program is set to automatically terminate on January 31, 2027, unless the Board of Directors decides to extend its duration.

The filing states that these modifications resulted from a periodic review of the program, which was last updated in 2016. There is no indication that the changes are a direct response to a specific recent event or concern, but rather a routine update.