Autodesk Inc.

06/18/2026 | Press release | Distributed by Public on 06/18/2026 14:02

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws.
Autodesk, Inc. ("Autodesk" or the "Company") filed its Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), which was approved by its stockholders at the Company's 2026 Annual Meeting of Stockholders held on June 17, 2026 (the "Annual Meeting"), with the Delaware Secretary of State effective June 17, 2026. A description of the changes effected by the Certificate of Amendment is contained in Appendix B of the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 6, 2026, which Appendix B is incorporated herein by reference. The changes relate to providing for officer exculpation as permitted by Delaware law.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.03 above is incorporated by reference herein. At the Annual Meeting, the Company elected the following eleven individuals to its Board of Directors. Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Andrew Anagnost 171,597,422 741,011 230,522 14,904,908
Stacy J. Smith 148,036,428 23,865,848 666,679 14,904,908
Omar Abbosh 170,925,511 1,536,959 106,485 14,904,908
Karen Blasing 168,497,431 3,952,509 119,015 14,904,908
John T. Cahill 163,268,441 9,170,566 129,948 14,904,908
Jeff Epstein 171,661,637 796,383 110,935 14,904,908
Dr. Ayanna Howard 171,136,581 1,310,872 121,502 14,904,908
Blake Irving 152,805,313 19,199,910 563,732 14,904,908
Ram R. Krishnan 171,292,138 1,152,756 124,061 14,904,908
Rami Rahim 166,185,717 6,121,266 261,972 14,904,908
A.Christine (Christie) Simons
172,212,722 253,172 103,061 14,904,908
_______
In addition, the following proposals were voted on and approved at the Annual Meeting.
Proposal Votes For Votes Against Abstentions Broker Non-Votes
Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027. 166,655,191 20,545,070 273,602 N/A
Proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as described in the proxy statement. 157,541,146 14,331,996 695,813 14,904,908
Proposal to approve an amendment of the Company's Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law. 140,505,491 31,936,243 127,221 14,904,908
Proposal to consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, requesting amendment to stockholder special meeting right.
82,024,923 90,243,190 300,842 14,904,908
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