8K - 2014 June - Annual Meeting



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 10, 2014
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
000-14338
 
94-2819853
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
111 McInnis Parkway
San Rafael, California 94903
(Address of principal executive offices, including zip code)
(415) 507-5000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07.    Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Autodesk, Inc. (the "Company") held on June 10, 2014 (the “Annual Meeting”), the stockholders of the Company elected the following ten individuals to the Board of Directors. Each Director will serve for the ensuing year and until their successors are duly elected and qualified.

Nominee
Votes For
Votes Against
Abstentions*
Broker Non Votes*
Carl Bass
182,777,641
1,655,075
149,954
15,954,743
Crawford W. Beveridge
181,318,207
3,122,962
141,501
15,954,743
J. Hallam Dawson
181,959,324
2,480,519
142,827
15,954,743
Thomas Georgens
181,206,971
3,233,877
141,822
15,954,743
Per-Kristian Halvorsen
181,505,207
2,934,231
143,232
15,954,743
Mary T. McDowell
184,251,065
190,557
141,048
15,954,743
Lorrie M. Norrington
184,264,884
178,953
138,833
15,954,743
Betsy Rafael
184,130,252
313,971
138,447
15,954,743
Stacy J. Smith
184,264,518
177,790
140,362
15,954,743
Steven M. West
184,255,135
180,992
146,543
15,954,743
___________________
*    Abstentions and broker non-votes do not affect the outcome of the election.


In addition, the following proposals were voted on and approved at the Annual Meeting.

 
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, 2015.
197,048,971
3,309,522
178,920
—
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.
162,485,632
21,192,527
904,511
15,954,743
Proposal to approve the Autodesk, Inc. Executive Incentive Plan, as amended, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

171,487,643
12,921,074
173,953
15,954,743









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AUTODESK, INC.
 
 
 
 
 
By:/s/ Pascal W. Di Fronzo
 
 
Pascal W. Di Fronzo
Senior Vice President, General Counsel and Secretary
Date: June 11, 2014