Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the registrant
☒ |
Filed by a Party other than the
registrant ☐ |
Check the appropriate box:
☐ |
|
Preliminary proxy
statement |
☐ |
|
Confidential, for use of
the commission only (as permitted by Rule 14a-6(e)(2)) |
☒ |
|
Definitive proxy
statement |
☐ |
|
Definitive additional
materials |
☐ |
|
Soliciting material under
§ 240.14a-12 |
AUTODESK, INC. |
(Name of Registrant as Specified in Its
Charter) |
(Name of Person(s) Filing Proxy
Statement, if other than the
Registrant) |
Payment of Filing Fee (Check the
appropriate box):
☒ |
|
No fee
required. |
☐ |
|
Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
|
|
(1) |
|
Title of each class
of securities to which transaction applies: |
|
|
|
|
|
|
|
(2) |
|
Aggregate number of
securities to which transaction applies: |
|
|
|
|
|
|
|
(3) |
|
Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
|
|
|
|
|
|
|
(4) |
|
Proposed maximum
aggregate value of transaction: |
|
|
|
|
|
|
|
(5) |
|
Total fee
paid: |
☐ |
|
Fee paid
previously with preliminary materials. |
☐ |
|
Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing. |
|
|
(1) |
|
Amount Previously
Paid: |
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or
Registration Statement No.: |
|
|
|
|
|
|
|
(3) |
|
Filing Party:
|
|
|
|
|
|
|
|
(4) |
|
Date Filed:
|
|
|
|
|
|
Table of Contents
April 28, 2015
Dear Autodesk Stockholder:
You
are cordially invited to attend Autodesks 2015 Annual Meeting of Stockholders
to be held on Wednesday, June 10, 2015, at 3:00 p.m., Pacific Time, at our San
Francisco office, The Landmark, One Market Street, 2nd Floor, San
Francisco, California 94105.
The
2015 Annual Meeting of Stockholders will be held for the following purposes:
1. |
To elect
the ten directors listed in the accompanying Proxy Statement; |
2. |
To ratify
the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending January 31,
2016; |
3. |
To hold a
non-binding vote to approve compensation for our named executive
officers; |
4. |
To approve
an amendment to the Autodesk, Inc. 2012 Employee Stock Plan to increase
the number of shares reserved for issuance under the plan by 12.5 million
shares; and |
5. |
To
transact such other business as may properly come before the Annual
Meeting. |
The
accompanying Notice of 2015 Annual Meeting of Stockholders and Proxy Statement
describe these proposals in greater detail. We encourage you to read this
information carefully.
We
are once again relying on the Securities and Exchange Commission rule that
allows us to furnish our proxy materials to our stockholders over the Internet
rather than in paper form. We believe this delivery process reduces both our
environmental impact and the costs of printing and distributing our proxy
materials without hindering our stockholders' timely access to this important
information.
We
hope you will be able to attend this year's Annual Meeting. We will report on
fiscal 2015, and there will be an opportunity for stockholders to ask questions.
Even if you plan to attend the meeting, please ensure that you are represented
by voting in advance. You can vote online or by telephone, or you can request,
sign, date and return a proxy card, to ensure your representation at the
meeting. Your vote is very important.
On
behalf of the Board of Directors, I would like to express our appreciation for
your continued support of Autodesk.
Very truly yours,
Carl Bass
President and Chief Executive Officer
Table of Contents
NOTICE OF 2015 ANNUAL
MEETING OF STOCKHOLDERS
Time and Date
|
|
Wednesday, June 10,
2015, at 3:00 p.m., Pacific Time. |
|
|
|
|
Place
|
|
Autodesks San Francisco
office, located at The Landmark, One Market Street, 2nd Floor,
San Francisco, California 94105. |
|
|
|
|
Items of Business
|
|
(1) |
To elect the ten
directors listed in the accompanying Proxy Statement to serve for the
coming year and until their successors are duly elected and
qualified. |
|
|
|
|
|
|
(2) |
To ratify the
appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending January 31, 2016. |
|
|
|
|
|
|
(3) |
To hold a non-binding
vote to approve compensation for our named executive
officers. |
|
|
|
|
|
|
(4) |
To approve an
amendment to the Autodesk, Inc. 2012 Employee Stock Plan to increase the
number of shares reserved for issuance under the plan by 12.5 million
shares. |
|
|
|
|
|
|
(5) |
To transact such other
business as may properly come before the Annual Meeting. |
|
|
|
|
|
|
These items of business
are more fully described in the Proxy Statement accompanying this Notice
of 2015 Annual Meeting of Stockholders. |
|
|
|
|
Adjournments and
Postponements |
|
Any action on the items of
business described above may be considered at the Annual Meeting at the
time and on the date specified above or at any time and date to which the
Annual Meeting is properly adjourned or postponed. |
|
|
|
Record Date |
|
You are entitled to
vote if you were a stockholder as of the close of business on April 13,
2015. |
|
|
|
Voting |
|
Your vote is very important. Even if you
plan to attend the Annual Meeting, we encourage you to read the Proxy
Statement and to vote. You can vote online or by telephone, or you can
request, sign, date and return your proxy card as soon as possible. For
specific instructions on how to vote your shares, please refer to the
section entitled Questions and Answers About the 2015 Annual Meeting and
Procedural Matters beginning on page 1 of the Proxy Statement and the
instructions on the Notice of Internet availability of proxy materials.
|
|
|
|
|
|
All stockholders are
cordially invited to attend the Annual Meeting. If you attend the Annual
Meeting, you may vote in person by ballot even if you previously
voted. |
By Order of the Board of
Directors,
Pascal W. Di Fronzo
Senior Vice President, General
Counsel and Secretary
This notice of Annual
Meeting, Proxy Statement and accompanying form of proxy card are being made
available on or about April 28, 2015.
Table of Contents
TABLE OF
CONTENTS
Table of Contents
Table of Contents
PROXY
STATEMENT FOR 2015 ANNUAL MEETING OF
STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THE 2015 ANNUAL MEETING
OF
STOCKHOLDERS AND PROCEDURAL MATTERS
Stock
Ownership, Quorum and Voting
Q: |
Who is entitled to vote at
the Annual Meeting? |
|
|
A: Holders of record of
Autodesks Common Stock, par value $0.01 per share (Common Stock), at the
close of business on April 13, 2015 (the Record Date) are entitled to receive
notice of and to vote their shares at the Annual Meeting (as defined below).
Beneficial owners at the close of business on the Record Date have the right to
direct their broker, trustee or nominee on how to vote their shares, as
described below. Stockholders are entitled to cast one vote for each share of
Common Stock they hold as of the Record Date.
As of the Record Date, there
were 227,620,756 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting. No shares of Autodesks Preferred Stock were outstanding.
Q: |
What is the difference between holding shares as a
stockholder of record and as a beneficial owner? |
|
|
A: Stockholders of recordIf
your shares are registered directly in your name with Autodesks transfer agent,
Computershare Investor Services LLC, you are considered the stockholder of
record with respect to those shares. If you are a stockholder of record,
Autodesk sent these proxy materials directly to you.
Beneficial
ownersMost Autodesk stockholders
hold their shares through a broker or other agent rather than directly in their
own names. If your shares are held in a brokerage account or by a broker or
other agent, you are considered the beneficial owner of shares held in street
name. If you hold your shares in street name, these proxy materials have been
forwarded to you by your broker or other agent. That entity is considered the
stockholder of record with respect to those shares. As the beneficial owner, you
have the right to direct your broker or other agent on how to vote your shares.
Since a beneficial owner is not the stockholder of record, you may not vote
these shares in person at the Annual Meeting unless you obtain a legal proxy
giving you the right to do so from the broker or other agent that holds your
shares.
2015
Annual Meeting
Q: |
Why am I receiving these proxy materials?
|
|
|
A: The Board of Directors
(Board) of Autodesk, Inc. (Autodesk, we or our) is providing these proxy
materials to you in connection with the solicitation of proxies for use at our
2015 Annual Meeting of Stockholders, to be held on Wednesday, June 10, 2015, at
3:00 p.m., Pacific Time, and at any adjournment, postponement or other delay
thereof (the Annual Meeting) for the purpose of considering and acting upon
the matters set forth in this Proxy Statement. We are providing these materials
to all of our stockholders through a Notice of Internet Availability of Proxy
Materials (the Notice) unless a stockholder has specifically requested a full
set paper copy of this Proxy Statement and our fiscal 2015 Annual Report.
2015 Proxy Statement
1
Table of Contents
Q: |
Where is the Annual
Meeting? |
|
|
A: The Annual Meeting will be held at Autodesks San Francisco office,
located at The Landmark, One Market Street, 2nd Floor, San Francisco, California
94105. The telephone number at that location is (415) 356-0700. Maps and
directions to the Annual Meeting are available at www.autodesk.com under Contact Us.
Q: |
What proposals will be
voted on at the Annual Meeting? |
|
|
A: At the Annual Meeting,
stockholders will be asked to vote:
(1) |
To elect
the ten directors named in this Proxy Statement to serve for the coming
year and until their successors are duly elected and
qualified; |
(2) |
To ratify
the appointment of Ernst & Young LLP as Autodesk's independent
registered public accounting firm for the fiscal year ending January 31,
2016; |
(3) |
To
approve, on an advisory basis, the compensation of our named executive
officers; and |
(4) |
To approve
an amendment to the Autodesk, Inc. 2012 Employee Stock Plan (2012
Employee Plan) to increase the number of shares reserved for issuance
under the plan by 12.5 million shares. |
Q: |
Can I attend the Annual
Meeting? |
|
|
A: Yes, you can attend the
Annual Meeting in person if you are a stockholder of record or a beneficial
owner as of the Record Date. Please notify David Gennarelli, Autodesk's Director
of Investor Relations, by telephone at (415) 507-6705 or by email at
investor.relations@autodesk.com if you plan to attend the Annual Meeting. You will need proof of
identity to enter the Annual Meeting. If your shares are held in a brokerage
account or by a bank or another nominee, you also will need to bring a copy of a
brokerage statement reflecting stock ownership as of the Record Date. The Annual
Meeting will begin promptly at 3:00 p.m., Pacific Time. Please leave ample time
for parking and to check in.
Q: |
Why did I receive a Notice
in the mail regarding the Internet availability of proxy materials instead
of a full set paper copy of this Proxy Statement and fiscal year 2015
Annual Report? |
|
|
A: We are once again relying
on a Securities and Exchange Commission (SEC) rule that allows companies to
furnish their proxy materials over the Internet rather than in paper form. This
rule allows us to send all of our stockholders a Notice that explains how to
access the proxy materials over the Internet or how to request a paper copy of
proxy materials. If you would prefer to receive proxy materials in printed form
by mail or electronically by email on an ongoing basis, please follow the
instructions contained in the Notice. Proxy materials for our 2016 and future
annual meetings of stockholders will be delivered to you by a Notice rather than
in paper form unless you specifically request to receive printed proxy
materials.
Q: |
Why did I receive a full
set paper copy of this Proxy Statement in the mail and not a Notice
regarding the Internet availability of proxy materials? |
|
|
A: Stockholders who previously
requested full paper copies of the proxy materials are receiving paper copies
again this year. If you would like to reduce the costs we incur in printing and
mailing proxy materials, you can consent to receive all future proxy statements,
proxy cards and annual reports electronically via email or the Internet. To sign
up for electronic delivery, please follow the instructions provided at
www.autodesk.com under Investor Relations or on your proxy card
or voting instruction form.
2015 Proxy Statement
2
Table of Contents
Q: |
How many shares must be
present or represented by proxy to conduct business at the Annual Meeting?
|
|
|
A: The presence of the holders
of a majority of the shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Stockholders are counted as present
if they attend the Annual Meeting in person or have properly submitted a proxy.
Under the General Corporation Law of the State of Delaware (the law governing
Autodesks corporate activities), abstentions and broker non-votes are counted
as present and entitled to vote and are therefore included for purposes of
determining whether a quorum is present at the Annual Meeting.
Q: |
What are broker
non-votes? |
|
|
A: Generally, if shares are
held in street name, the beneficial owner is entitled to give voting
instructions to the broker or other agent holding the shares. If the beneficial
owner does not provide voting instructions, the broker or other agent can vote
the shares with respect to matters that are considered routine, but not with
respect to non-routine matters. Broker non-votes occur when a beneficial owner
of shares held in street name does not give instructions to the broker or other
agent holding the shares as to how to vote on a matter deemed non-routine. If
a broker or other record holder of our Common Stock indicates on a proxy that it
does not have discretionary authority to vote certain shares on a particular
proposal, then those shares will be treated as broker non-votes with respect to
that proposal. Accordingly, if you own shares through a broker or other agent,
please be sure to give voting instructions so your vote will be counted on all
proposals that come before the Annual Meeting.
Q: |
Which ballot measures are
considered routine or non-routine? |
|
|
A: The ratification of the
appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending January 31, 2016 (Proposal Two) is
considered routine under applicable rules. A broker, trustee or nominee holding
shares generally may use its discretion to vote on routine matters, so there
should not be any broker non-votes in connection with Proposal Two. The election
of the ten directors listed in the accompanying Proxy Statement (Proposal One),
the advisory vote on executive compensation (Proposal Three), and the approval
of the amendment to the 2012 Employee Plan (Proposal Four) are considered
non-routine matters under applicable rules. A broker or other agent cannot vote
without instructions on non-routine matters, so there may be broker non-votes on
Proposals One, Three and Four.
Q: |
How can I vote my shares in
person at the Annual Meeting? |
|
|
A: If you hold shares in your
name as the stockholder of record, you may vote those shares in person at the
Annual Meeting. If you hold shares beneficially in street name, you may vote
those shares in person at the Annual Meeting only if you obtain a legal proxy
from the broker or other agent that holds your shares. Even if you plan to attend the Annual Meeting, we
recommend that you also submit your proxy card or follow the voting instructions
described below so that your vote will be counted if you later decide not to
attend.
Q: |
How can I vote my shares
without attending the Annual Meeting? |
|
|
A: If you are a stockholder of
record, you may instruct the proxy holders how to vote your shares in one of
three ways:
● |
by using the Internet
voting site listed on the proxy card and Notice, |
● |
by calling the
toll-free telephone number listed on the proxy card and Notice,
or |
2015 Proxy Statement
3
Table of Contents
● |
by
requesting a proxy card from Autodesk by telephone at (415) 507-6705 or by
email at investor.relations@autodesk.com, and completing, signing, dating and
returning the proxy card in the postage pre-paid envelope provided.
|
Proxy cards submitted by mail
must be received by the time the Annual Meeting begins in order for the related
shares to be voted. If you return a signed proxy card without giving specific
voting instructions, your shares will be voted as recommended by the Board.
Specific instructions for
using the telephone and Internet voting systems are on the proxy card and
Notice. The telephone and Internet voting systems for stockholders of record
will be available until 11:59 p.m. (Eastern Time) on June 9, 2015.
If you are a beneficial owner,
you will receive instructions from your broker or other agent that you must
follow in order to have your shares voted. These instructions will indicate if
Internet and telephone voting are available, and if so, how to access and use
those methods.
Q: |
What is the voting
requirement to approve these proposals? |
|
|
A: Proposal OneA majority of
the votes duly cast is required for the election of each director. If the number
of shares voted for a director nominee exceeds the number of votes cast
against, the nominee will be elected as a director of Autodesk to serve until
the next annual meeting or until his or her successor has been duly elected and
qualified. For additional information on how our majority voting policy works,
see the section captioned Corporate Governance below.
You may vote FOR, AGAINST
or ABSTAIN on each of the ten nominees for election as director. Abstentions
and broker non-votes will not affect the outcome of the election.
Proposal
TwoThe affirmative vote of a
majority of the shares present in person or represented by proxy and entitled to
vote are required to ratify the appointment of Ernst & Young LLP as
Autodesks independent registered public accounting firm.
You may vote FOR, AGAINST
or ABSTAIN on this proposal. Abstentions are deemed to be votes cast and have the same effect as a
vote against this proposal.
However, broker non-votes are not deemed to be votes cast and are not included
in the tabulation of the voting results on this proposal.
Proposal
ThreeThe affirmative vote of a
majority of the shares present in person or represented by proxy and entitled to
vote are required to approve, on an advisory basis, the compensation of our
named executive officers.
You may vote FOR, AGAINST
or ABSTAIN on this proposal. Abstentions are deemed to be votes cast and have the same effect as a
vote against this proposal.
However, broker non-votes are not deemed to be votes cast and are not included
in the tabulation of the voting results on this proposal.
Proposal
FourThe affirmative vote of a
majority of the shares present in person or represented by proxy and entitled to
vote are required to approve the amendment to the 2012 Employee
Plan.
You may vote FOR, AGAINST
or ABSTAIN on this proposal. Abstentions are deemed to be votes cast and have the same effect as a
vote against this proposal.
However, broker non-votes are not deemed to be votes cast and are not included
in the tabulation of the voting results on this proposal.
2015 Proxy Statement
4
Table of Contents
Q: |
What happens if I do not
cast a vote? |
|
|
A: Stockholders of recordIf you are a stockholder of record and you do not
cast your vote, no votes will be cast on your behalf on any of the items of
business at the Annual Meeting.
Beneficial
ownersIf you hold your shares in
street name and you do not cast your vote, your broker, trustee or nominee can
use its discretion to vote on the ratification of the appointment of Ernst &
Young LLP as our independent registered public accounting firm (Proposal Two).
However, you must cast your vote if you want it to count in the election of
directors, the non-binding approval of compensation for our named executive
officers, and the approval of the amendment to the 2012 Employee Plan. Your
broker may not vote your uninstructed shares with respect to Proposals One,
Three and Four.
Q: |
How does the Board
recommend that I vote? |
|
|
A: The Board unanimously
recommends that you vote your shares FOR the election of each
of the ten nominees listed in Proposal One, FOR the ratification of the appointment of Ernst & Young LLP as
Autodesk's independent registered public accounting firm for the fiscal year
ending January 31, 2016, FOR the approval, on an
advisory basis, of the compensation of our named executive officers, and
FOR the approval of the amendment to the 2012
Employee Plan.
Q: |
If I sign a proxy, how will
it be voted? |
|
|
A: All shares entitled to vote and represented by properly executed proxy
cards received prior to the Annual Meeting and not revoked before the polls are
closed will be voted in accordance with the instructions on those proxy cards.
If there are no instructions on an otherwise properly executed proxy card, the
shares represented by that proxy card will be voted as recommended by the Board.
Q: |
What happens if additional
matters are presented at the Annual Meeting? |
|
|
A: If
any other matters are properly presented for consideration at the Annual
Meeting, including, among other things, consideration of a motion to adjourn the
Annual Meeting to another time or place (for the purpose of soliciting
additional proxies or otherwise), the persons named as proxies will have
discretion to vote on those matters in accordance with their best judgment. We
do not currently anticipate that any other matters will be raised at the Annual
Meeting.
Q: |
Can I change or revoke my
vote? |
|
|
A: If you are a stockholder of
record, there are three ways you can change your vote.
1. |
Before your shares
are voted at the Annual Meeting, you can file with Autodesks General
Counsel a written notice of revocation or a duly executed proxy card, in
either case dated later than the proxy card you wish to
change. |
2. |
You can attend the
Annual Meeting and vote in person. Simply attending the Annual Meeting
without actually voting will not revoke a proxy. |
3. |
If you voted online
or by telephone, you may change that vote by voting again, either by
making a timely and valid Internet or telephone vote or by voting in
person at the Annual Meeting. |
2015 Proxy Statement
5
Table of Contents
Any written notice of
revocation or subsequent proxy card should be hand-delivered to Autodesks
General Counsel or sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael,
California 94903, Attention: General Counsel, and must be received by the
General Counsel before the vote at the Annual Meeting.
If you are a beneficial owner
of shares held in street name, there are two ways you can change your vote. You
can submit new voting instructions to your broker or other agent. Alternatively,
if you have obtained a legal proxy from the broker or other agent that holds
your shares giving you the right to vote those shares, you can attend the Annual
Meeting and vote in person.
Q: |
Who will bear the costs of
soliciting votes for the Annual Meeting? |
|
|
A: Autodesk will bear all
expenses of this solicitation, including the cost of preparing and mailing these
proxy materials. Autodesk may reimburse brokerage firms, custodians, nominees,
fiduciaries and other persons representing beneficial owners of Common Stock for
their reasonable expenses in forwarding solicitation material to such beneficial
owners. Directors, officers and other employees of Autodesk also may solicit
proxies in person or by other means of communication. These individuals may be
reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation, but will not receive any additional compensation. Autodesk has
engaged the services of AST Phoenix Advisors, a professional proxy solicitation
firm, to help us solicit proxies from stockholders, including certain brokers,
trustees, nominees and other institutional owners, for a fee of approximately
$8,500 plus costs and expenses.
Q: |
Where can I find the voting
results of the Annual Meeting? |
|
|
A: We intend to announce
preliminary voting results at the Annual Meeting and expect to provide final
results in a Current Report on Form 8-K within four business days of the Annual
Meeting.
2015 Proxy Statement
6
Table of Contents
2012
Employee Plan and Equity Compensation at Autodesk
Q: |
Why is Autodesk asking
stockholders to approve an amendment to the 2012 Employee Plan?
|
|
|
A: We are asking stockholders
to approve an amendment to increase the number of shares reserved for issuance
under the 2012 Employee Plan by 12.5 million shares. As further described in
Proposal Four, we are seeking stockholder approval so that we can continue to
use the 2012 Employee Plan to achieve Autodesks employee performance,
recruiting and retention goals.
Q: |
Why is Autodesk asking
stockholders to approve an amendment to the 2012 Employee Plan at this
time? |
|
|
A: We are asking that our
stockholders add 12.5 million shares to the 2012 Employee Plan. Based on the
number of awards granted in each of fiscal 2013, 2014 and 2015, the pool of
shares available to grant will be depleted in the second half of fiscal 2017.
Rather than waiting until the 2016 Annual Meeting of Stockholders, which will be
held in the middle of fiscal 2017, we are seeking approval of the amendment to
the 2012 Employee Plan at the 2015 Annual Meeting of Stockholders to allow us to
plan accordingly.
Q: |
Does this amendment change
Autodesks equity grant practices? |
|
|
A: This amendment will not
change Autodesks equity grant practices. Autodesk will continue to keep annual
grants within the gross burn rate (as defined below) limit approved by the
Board, which is currently not to exceed 4% of outstanding shares of Common Stock
(excluding shares issued in corporate acquisitions and shares issued to newly
appointed senior executives).
Q: |
What are Autodesks equity
grant levels? |
|
|
A: The Board is committed to
maintaining a reasonable annual equity grant rate. We measure the level of
equity grants by comparing the total number of shares subject to equity awards
granted during the fiscal year to the total weighted-average number of shares
outstanding during the period (the gross burn rate). This formula adjusts for
the fungible nature of our full value shares (where each restricted stock unit
or performance stock unit granted is counted as 1.79 shares). For the periods
mentioned below, our gross burn rate has been:
|
|
Fiscal Year
Ended |
|
|
2015 |
|
2014 |
|
2013 |
Gross Burn Rate |
|
3.5 |
% |
|
3.3 |
% |
|
3.2 |
% |
Q: |
What is Autodesks
overhang? |
|
|
A: Autodesk is committed to
maintaining a reasonable equity overhang amount. For the periods mentioned
below, our overhang has been:
2015 Proxy Statement
7
Table of Contents
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Total Restricted |
|
Performance |
|
|
|
|
|
|
|
Total Options |
|
Stock Units |
|
Stock Units (at |
|
|
|
|
|
|
|
Issued and |
|
Issued and |
|
Target) Issued |
|
|
|
|
|
|
|
Outstanding (in |
|
Unreleased (in |
|
and Unreleased |
|
Shares Available |
|
Autodesk |
Period
Ended |
|
millions) |
|
millions) |
|
(in
millions) |
|
for
Grant |
|
Overhang |
Fiscal Year Ended January 31, 2015 |
|
2.7 |
|
6.8 |
|
0.9 |
|
12.3 |
|
9.1 |
% |
Fiscal Year Ended January 31, 2014 |
|
5.9 |
|
5.6 |
|
0.8 |
|
19.4 |
|
12.4
|
% |
Fiscal Year Ended January 31, 2013 |
|
18.6 |
|
4.4 |
|
0.5 |
|
11.6 |
|
13.4 |
% |
Autodesk calculates overhang
based on the following methodology: The impact of (1) outstanding employee
equity awards, plus shares available for grant under our active employee equity
incentive plans, as a percentage of (2) outstanding employee equity awards, plus
shares available for grant under our active employee equity incentive plans,
plus the weighted-average number of shares of our Common Stock outstanding
during the period. As discussed below, our stock repurchase program affects
overhang.
Q: |
What will Autodesk's
overhang be if the amendment to the 2012 Employee Plan is approved?
|
|
|
A: If the requested increase
in shares is approved by our stockholders, our equity overhang (as defined
above, but including the requested share reserve increase) will increase to
13.9% based on Autodesk's total weighted-average number of shares outstanding
during the year ended January 31, 2015. Autodesk is very conscious of the need
to balance dilution against our ability to use stock to effectively attract,
retain and motivate employees.
Q: |
What is the impact of
Autodesks stock repurchase program on overhang? |
|
|
A: Since the stock repurchase
program decreases the number of outstanding shares, it has the effect of
increasing overhang, assuming a constant number of equity grants. Nonetheless,
the Board has reiterated its commitment to continue to repurchase shares to
offset dilution from the issuance of stock under our employee stock plans and
reduce shares over time as facts and circumstances warrant. In recent fiscal
years, the following number of shares were repurchased:
|
|
Fiscal year ended
January 31, |
(in millions) |
|
2015 |
|
2014 |
|
2013 |
Shares Repurchased |
|
6.9 |
|
10.5 |
|
12.5 |
As of January 31, 2015, 14.8
million shares of Common Stock remained available for repurchase under the
Board-authorized stock repurchase program.
Stockholder Proposals and
Director Nominations at Future Meetings
Q: |
What is the deadline to
propose actions for consideration at next years annual meeting of
stockholders or to nominate individuals to serve as directors?
|
|
|
A: Stockholders may present
proper proposals for inclusion in Autodesk's proxy statement and for
consideration at the next annual meeting of stockholders by submitting their
proposals in writing to Autodesk's General Counsel in a timely manner. In order
to be included in the proxy statement for the 2016 Annual Meeting of
Stockholders, proposals must be received by Autodesk's General Counsel no later
than December 30, 2015, and must otherwise comply with the requirements of Rule
14a-8 of the Securities Exchange Act of 1934 (the Exchange Act).
2015 Proxy Statement
8
Table of Contents
In addition, Autodesk's Bylaws
establish an advance notice procedure for stockholders who wish to present
certain matters before an annual meeting of stockholders. In general,
nominations for the election of directors may be made by or at the direction of
the Board, or by any stockholder entitled to vote who has delivered written
notice to Autodesk's General Counsel during the Notice Period (as defined
below). Any such notice must contain specified information concerning the
nominee(s) and the stockholder proposing such nomination(s). A stockholder who
wishes to recommend a candidate for consideration by the Corporate Governance
and Nominating Committee as a potential nominee for director should read the
procedures discussed in Corporate Governance-Nominating Process for
Recommending Candidates for Election to the Board on page 37 of this Proxy
Statement.
Autodesk's Bylaws also provide
that the only business that may be conducted at an annual meeting is business
that is brought (1) pursuant to the notice of meeting (or any supplement
thereto), (2) by or at the direction of the Board, or (3) by a stockholder who
has delivered written notice setting forth all information required by
Autodesk's Bylaws to Autodesk's General Counsel during the Notice Period (as
defined below).
For the purposes described
above, the Notice Period begins 75 days before the one-year anniversary of the
date on which Autodesk first mailed its proxy materials for the previous year's
annual meeting of stockholders, and lasts for 30 days. As a result, the Notice
Period for the 2016 Annual Meeting of Stockholders will be from February 13,
2016 to March 14, 2016.
If a stockholder who has
notified Autodesk of an intention to present a proposal at an annual meeting
does not appear to present that proposal, Autodesk need not present the proposal
for vote at such meeting.
Q: |
How may I obtain a copy of
the bylaw provisions regarding stockholder proposals and director
nominations? |
|
|
A: You can obtain a copy of the full text of the bylaw provisions discussed
above by writing to the General Counsel of Autodesk or from www.autodesk.com under Investor Relations-Corporate Governance.
All notices of proposals by stockholders should be sent to Autodesk, Inc., 111
McInnis Parkway, San Rafael, California 94903, Attention: General Counsel.
Additional Information About
the Proxy Materials
Q: |
What should I do if I
receive more than one set of proxy materials? |
|
|
A: You may receive more than
one Proxy Statement, proxy card, voting instruction card or Notice. For example,
if you hold your shares in more than one brokerage account, you may receive a
separate voting instruction card for each account. If you are a stockholder of
record and your shares are registered in more than one name, you may receive
more than one proxy card. Please complete, sign, date and return each proxy card
or voting instruction card that you receive to ensure that all your shares are
voted.
Q: |
How may I obtain a separate
Notice or a separate set of proxy materials and Fiscal Year 2015 Annual
Report? |
|
|
A: If you share an address
with another stockholder, it is possible you will not each receive a separate
Notice or a separate copy of the proxy materials and Fiscal Year 2015 Annual
Report. If you wish, you may request individual documents by calling (415)
507-6705 or by sending an email to investor.relations@autodesk.com. Stockholders who share an address and receive multiple Notices or
multiple copies of our proxy materials and Fiscal Year 2015 Annual Report can
request to receive a single copy in the same manner.
2015 Proxy Statement
9
Table of Contents
Q: |
What is the mailing address
for Autodesks principal executive offices? |
|
|
A: Autodesks principal executive offices are located at 111 McInnis
Parkway, San Rafael, California 94903. Any written requests for additional
information, additional copies of the proxy materials and Fiscal Year 2015
Annual Report, notices of stockholder proposals, recommendations for candidates
to the Board, communications to the Board, or any other communications should be
sent to this address.
Our Internet address is
www.autodesk.com. The information posted on our website is not
incorporated into this Proxy Statement.
Important Notice
Regarding the Availability of Proxy Materials for the Stockholder Meeting to be
held on June 10, 2015
The Proxy Statement and
Annual Report to Stockholders are available at:
https://materials.proxyvote.com/052769
2015 Proxy Statement
10
Table of Contents
PROPOSAL ONE - ELECTION OF DIRECTORS
Nominees
Autodesk's Bylaws currently
set the number of directors at ten. Accordingly, upon the recommendation of the
Corporate Governance and Nominating Committee, the Board has nominated ten
individuals to be elected at the Annual Meeting. All of the nominees are
presently directors of Autodesk and have consented to being named in this Proxy
Statement and to serving as directors if elected. Unless otherwise instructed,
the proxy holders will vote the proxies received by them for the ten nominees
named below. Your proxy cannot be voted for more than ten director candidates.
In the event a nominee is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee designated by the Board to fill the
vacancy. The term of office of each person elected as a director will continue
until the next Annual Meeting of Stockholders or until a successor has been duly
elected and qualified.
|
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THE NOMINEES LISTED
BELOW. |
|
Information and Qualifications
The name, age as of March 31,
2015, certain biographical information about each nominee and the nominees'
unique qualifications to serve on the Board are set forth below. There are no
family relationships among any of our directors or executive officers.
See Corporate Governance and
Executive CompensationCompensation of Directors below for additional
information regarding the Board, including procedures for nominations of
directors.
2015 Proxy Statement
11
Table of Contents
Carl Bass |
|
|
President and Chief Executive Officer,
Autodesk, Inc. Age: 57 Director since 2006
|
Mr. Bass joined Autodesk in
September 1993 and has served as President and Chief Executive Officer since May
2006. Mr. Bass served as Interim Chief Financial Officer from August 2014 to
November 2014 and August 2008 to April 2009. From June 2004 to April 2006, Mr.
Bass served as Chief Operating Officer. From February 2002 to June 2004, Mr.
Bass served as Senior Executive Vice President, Design Solutions Group. From
August 2001 to February 2002, Mr. Bass served as Executive Vice President,
Emerging Business and Chief Strategy Officer. From June 1999 to July 2001, he
served as President and Chief Executive Officer of Buzzsaw.com, Inc., a spin-off
from Autodesk. Mr. Bass has also held other executive positions within Autodesk.
Mr. Bass served on the boards of directors of McAfee, Inc., from January 2008
until it was acquired by Intel Corporation in February 2011, and E2open, Inc.
from July 2011 until it was acquired by Insight Venture Partners in April 2014.
Mr. Bass brings to the Board
extensive experience in the technology industry and has spent nearly two decades
in management roles within Autodesk. As our President and Chief Executive
Officer, Mr. Bass possesses a deep knowledge and understanding of Autodesk's
business, operations, and employees; the opportunities and risks we face; and
management's strategy and plans for accomplishing Autodesk's goals. His service
on the boards of directors of McAfee and E2open provided Mr. Bass with a strong
understanding of his role as a director.
Pursuant to Mr. Bass'
employment agreement, Autodesk has agreed to continue to nominate Mr. Bass to
serve as a member of the Board for as long as he is employed by Autodesk.
Crawford W. Beveridge |
|
|
Non-Executive Chairman of the Board of
Directors, Autodesk, Inc. Age: 69 Director since
1993 |
Mr. Beveridge is the
non-executive Chairman of the Board of Directors. From April 2006 until January
2010, Mr. Beveridge served as Executive Vice President and Chairman EMEA, APAC
and the Americas of Sun Microsystems, Inc. From March 1985 to December 1990 and
from March 2000 to April 2006, Mr. Beveridge held other positions at Sun
Microsystems, including Executive Vice President and Chief Human Resources
Officer. From January 1991 to March 2000, Mr. Beveridge served as the Chief
Executive Officer of Scottish Enterprise. Before joining Sun Microsystems in
1985, he held HR management positions in the United States and Europe with
Hewlett-Packard, Digital Equipment Corporation and Analog Devices Inc. Mr.
Beveridge has served as a non-executive board member of iomart Group plc since
September 2011.
Mr. Beveridge is independent
and his three decades of experience in the high technology industry provide him
with a deep understanding of Autodesk's technology and business. His management
positions with Sun Microsystems have also provided him with critical insight
into the operational requirements of a global company and the management and
consensus-building skills required to lead our Board as non-executive Chairman.
Mr. Beveridge's extensive international experience, gained from his roles as
Chief Executive of Europe's largest economic development agency and as a member
of the Council of Economic Advisers for Scotland, provides a valuable
perspective to our Board.
2015 Proxy Statement
12
Table of Contents
J. Hallam Dawson |
|
|
Director Age: 78 Director since 1988
|
Mr. Dawson is the founder of
IDI Associates, a private investment bank specializing in Latin America, and
served as Chairman of its board of directors from September 1986 to December
2012. From 1975 to 1984 he held positions at Crocker National Bank, including
serving as president and a member of the board from 1980 to 1984. Prior to
joining Crocker, Mr. Dawson was with The First National Bank of Chicago for 14
years. Mr. Dawson has been chairman of Albina Community Bank since October 2013.
Mr. Dawson, our longest
serving independent director, brings to our Board over five decades of
experience with finance, capital markets and accounting. He has a deep
understanding of Autodesk's business and technology. As the former president of
one of the country's largest banks, Mr. Dawson has the financial acumen
necessary to serve on our Audit Committee. His deep international experience
also provides him with an understanding of the challenges facing a global
company. Mr. Dawson brings strong consensus-building skills and a functional
understanding of the role of the board of directors developed through his
service as a director of public and private companies and a charitable
organization.
Thomas Georgens |
|
|
Director Age: 55 Director since 2013
|
Mr. Georgens has served as the
Chief Executive Officer and President of NetApp, Inc., a provider of data
management solutions, since August 2009, and as a member of its board of
directors since March 2008. Mr. Georgens joined NetApp in October 2005 as
Executive Vice President and General Manager of Enterprise Storage Systems. He
served as Executive Vice President of Product Operations from January 2007
through February 2008, and as President and Chief Operating Officer from
February 2008 to August 2009. From 1996 to 2005, Mr. Georgens served in various
roles at LSI Corporation, an electronics design company, and its subsidiaries,
including as Chief Executive Officer of Engenio, President of LSI Logic Storage
Systems, and Executive Vice President of LSI Logic. Prior to LSI, Mr. Georgens
spent 11 years at EMC Corporation, a computer storage and data management
company, in a variety of engineering and marketing positions. Mr. Georgens has
been a member of the boards of directors of NetApp since March 2008 and
Electronics for Imaging since April 2008.
Mr. Georgens is independent
and has extensive experience in the technology industry. With over 25 years of
experience working with various technology companies, he has a firm
understanding of Autodesk's industry, business and technology. Mr. Georgens'
experience at NetApp, including his executive and operational roles, and his
service on the boards of directors of NetApp and Electronics for Imaging, gives
him a clear understanding of his role as a director. Mr. Georgens' years of
service as an executive officer at NetApp provide him with the corporate
governance knowledge necessary to serve on our Compensation and Human Resources
Committee.
2015 Proxy Statement
13
Table of Contents
Per-Kristian Halvorsen |
|
|
Director Age: 63 Director since 2000
|
Dr. Halvorsen has served as
Chief Innovation Officer and Senior Vice President of Intuit Inc. since January
2009. Previously, he served as Intuit's Chief Technology Innovation Officer from
2006 to 2007 and Chief Technology Officer from 2007 to 2008. He was Vice
President and Director of the Solutions and Services Research Center at HPLabs
from 2000 to 2005. Prior to holding these positions, Dr. Halvorsen was a
laboratory director at the Xerox Palo Alto Research Center (Xerox PARC), where
he worked for 17 years. Dr. Halvorsen has been a member of the board of
directors of Iron Mountain Incorporated since September 2009.
Dr. Halvorsen is independent
and has extensive experience in the technology industry. His over two decades of
experience working with various technology companies provides him with a firm
understanding of Autodesk's industry, business and technology. His service on
the boards of directors of Symantec Corporation and Iron Mountain Inc., where he
previously served on the nominating and governance committee, gives Dr.
Halvorsen a clear understanding of his role as a director and provides him with
the corporate governance knowledge necessary to serve as Chair of our Corporate
Governance and Nominating Committee.
Mary T. McDowell |
|
|
Director Age: 50 Director since 2010
|
Ms. McDowell served as
Executive Vice President in charge of Nokia's Mobile Phones unit from July 2010
to July 2012. Previously, Ms. McDowell served as Executive Vice President and
Chief Development Officer of Nokia Corporation from January 2008 to July 2010,
and as Executive Vice President and General Manager of Enterprise Solutions of
Nokia from January 2004 to December 2007. Prior to joining Nokia in 2004, Ms.
McDowell spent 17 years in various executive, managerial and other positions at
Compaq Computer Corporation and Hewlett-Packard Company, including serving as
Senior Vice President, Industry-Standard Servers of Hewlett-Packard. Ms.
McDowell has served as a director of UBM plc since August 2014 and Bazaarvoice,
Inc. since December 2014. Ms. McDowell previously served as a director of NAVTEQ
Corporation from July 2008 until July 2010.
Ms. McDowell is independent
and brings to our Board extensive management experience in the technology
industry. Her two and a half decades of experience working for global technology
companies focused on innovation and collaboration provide her with a firm
understanding of Autodesk's core mission, business and technology. Her years of
service as an executive officer at Nokia and other technology companies,
including Compaq Computer and Hewlett-Packard, provide her with the executive
compensation knowledge necessary to serve as Chair of our Compensation and Human
Resources Committee.
2015 Proxy Statement
14
Table of Contents
Lorrie M. Norrington |
|
|
Director Age: 55 Director since
2011 |
Ms. Norrington has over 30
years of operating experience in technology, software, and internet businesses.
Ms. Norrington currently serves as an adviser and in an Operating Partner
capacity for Lead Edge Capital. Lead Edge is a growth equity firm that partners
with world-class entrepreneurs and exceptional technology businesses. Ms.
Norrington served as President of eBay Marketplaces from July 2008 to September
2010. Previously, she served in a number of senior management roles at eBay from
July 2006 until June 2008. Prior to joining eBay, Ms. Norrington served from
June 2005 to July 2006 as President and CEO of Shopping.com, Inc., an online
shopping comparison site. Prior to joining Shopping.com, Ms. Norrington served
from August 2001 to January 2005, initially as Executive Vice President of small
business, and later in the office of the CEO, at Intuit Inc., a business and
financial management software company. Prior to joining Intuit, Ms. Norrington
served in a variety of executive positions at General Electric Corporation over
a twenty-year period, working in a broad range of industries and businesses. Ms.
Norrington has served on the boards of directors of DIRECTV since February 2011
and HubSpot since September 2013. Previously, she served on the boards of
directors of Lucasfilm, from June 2011 until it was acquired by Disney in
December 2012; McAfee, Inc. from December 2009 until it was acquired by Intel in
February 2011; and Shopping.com from November 2004 until it was acquired by eBay
in August 2005.
Ms. Norrington is independent
and has extensive experience in online commerce and valuable management
experience in technology and manufacturing industries. Her three decades of
building businesses, adapting to and capitalizing on rapid technological
advancement provide Ms. Norrington with a unique perspective. As Autodesk
evolves the business model and adapts to customer needs and demands, her
experience as a chief executive officer provides her with the financial acumen
necessary to serve as the Chair of our Audit Committee. Also, she is an
accredited fellow of the National Association of Corporate Directors and brings
significant governance knowledge to the Board.
Betsy Rafael |
|
|
Director Age: 53 Director since 2013
|
Ms. Rafael has over 30 years
of executive financial experience in the technology industry. Ms. Rafael served
as Principal Accounting Officer of Apple Inc. from January 2008 to October 2012,
and as its Vice President and Corporate Controller from August 2007 until
October 2012. From April 2002 to September 2006, Ms. Rafael served as Vice
President, Corporate Controller and Principal Accounting Officer of Cisco
Systems, Inc., and held the position of Vice President, Corporate Finance for
Cisco Systems from September 2006 to August 2007. From December 2000 to April
2002, Ms. Rafael was the Executive Vice President, Chief Financial Officer, and
Chief Administrative Officer of Aspect Communications, Inc., a provider of
customer relationship portals. From April 2000 to November 2000, Ms. Rafael was
Senior Vice-President and CFO of Escalate, Inc., an enterprise e-commerce
application service provider. From 1994 to 2000, Ms. Rafael held a number of
senior positions at Silicon Graphics International Corp. (SGI), culminating
her career at SGI as Senior Vice President and Chief Financial Officer. Prior to
SGI, Ms. Rafael held senior management positions in finance with Sun
Microsystems, Inc. and Apple Computers. Ms. Rafael began her career with Arthur
Young & Company. Ms. Rafael has served on the board of directors of
2015 Proxy Statement
15
Table of Contents
Echelon Corporation since
November 2005 and GoDaddy Inc. since May 2014, and previously served on the
board of directors of PalmSource, Inc.
Ms. Rafael, the newest member
of our Board, is independent and has over 30 years of executive financial
experience in the technology industry. Ms. Rafaels experience at Apple and
Cisco, including her finance and executive roles, provides her with a strong
understanding of Autodesk's industry, business and international operational
challenges. Her experience as a principal accounting officer provides her with
the financial acumen necessary to serve on our Audit Committee.
Stacy J. Smith |
|
|
Director Age: 52 Director since
2011 |
Mr. Smith has served as the
Senior Vice President and Chief Financial Officer of Intel Corporation since
January 2010. Mr. Smith joined Intel in 1988; became Vice President of Sales and
Marketing in 2002; was appointed Vice President, Finance and Enterprise
Services, and Chief Information Officer in May 2004; was appointed Vice
President, Assistant Chief Financial Officer in March 2006; and in October 2007
was appointed Vice President, Chief Financial Officer. Mr. Smith has served as a
director of Virgin America since February 2014, and previously served as a
director of Gevo, Inc. from June 2010 to June 2014.
Mr. Smith is independent and
brings over two decades of experience in the technology industry. Mr. Smith's
experience at Intel, including his finance and executive roles, and his time
spent overseas, provide him with a strong understanding of Autodesk's industry,
business and international operational challenges. Mr. Smith's years of service
as an executive officer at Intel provide him with the corporate governance
knowledge necessary to serve on our Compensation and Human Resources Committee.
Steven M. West |
|
|
Director Age: 59 Director since
2007 |
Mr. West is a founder and
partner of Emerging Company Partners, LLC, a technology consulting firm formed
in January 2004. Mr. West served as Chief Operating Officer of nCUBE
Corporation, a provider of on-demand media systems, from December 2001 to July
2003. Prior to joining nCUBE, he was the President and Chief Executive Officer
of Entera, Inc. from September 1999 until it was acquired in January 2001. From
June 1996 to September 1999, he was President and Chief Executive Officer of
Hitachi Data Systems. Prior to that, Mr. West was president of the Infotainment
Business Unit at Electronic Data Systems Corporation from November 1984 to June
1996. Mr. West has served as a director of Cisco Systems, Inc. since April 1996.
Mr. West is independent and
has extensive experience in the information technology industry. His three
decades of experience, which includes founding Emerging Company Partners,
provide Mr. West with a firm understanding of Autodesk's industry, business and
technology. His past service on the boards of directors of several public and
private companies provides Mr. West with a firm understanding of his role as a
director. Mr. Wests experience in executive positions and as the chair of the
audit committee of Cisco provides him with the financial acumen necessary to
serve on our Audit Committee.
2015 Proxy Statement
16
Table of Contents
PROPOSAL TWO - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has
selected Ernst & Young LLP as the independent registered public accounting
firm to audit the consolidated financial statements of Autodesk for the fiscal
year ending January 31, 2016, and recommends that the stockholders vote to
ratify that appointment. In the event of a negative vote on this proposal, the
Audit Committee will reconsider its selection. Even if the selection of Ernst
& Young LLP is ratified, the Audit Committee, in its discretion, may direct
the selection of a different independent registered public accounting firm at
any time if the Audit Committee determines that such a change would be in the
best interests of Autodesk and its stockholders.
Ernst & Young LLP has
audited our financial statements annually since the fiscal year ended January
31, 1983.
We expect a representative of
Ernst & Young LLP to be present at the Annual Meeting. The representative
will have the opportunity to make a statement if he or she desires to do so and
will be available to respond to appropriate questions.
|
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
|
Principal
Accounting Fees and Services
The following table presents
fees billed for professional audit services and other services rendered to
Autodesk by Ernst & Young LLP and its affiliates for the fiscal years ended
January 31, 2015, and 2014.
|
|
Fiscal
2015 |
|
Fiscal
2014 |
|
|
(in millions) |
Audit Fees (1) |
|
$
|
4.6 |
|
$ |
3.2 |
Audit-Related Fees (2) |
|
|
|
|
|
0.2 |
Tax
Fees (3) |
|
|
0.4 |
|
|
0.4 |
All
Other Fees (4) |
|
|
0.3 |
|
|
0.3 |
Total |
|
$ |
5.3 |
|
$ |
4.1 |
____________________
(1) |
Audit Fees consisted
of fees billed for professional services rendered for the integrated audit
of Autodesk's annual financial statements and management's report on
internal controls included in Autodesk's Annual Reports on Form 10-K, for
the review of the financial statements included in Autodesk's Quarterly
Reports on Form 10-Q, and for other services, including statutory audits
and services rendered in connection with SEC filings. For fiscal 2015,
Audit Fees also included fees for services related to the audit of
Autodesks newly acquired subsidiary, Delcam Limited. |
(2) |
Audit-Related fees
consisted of fees for assurance and related services that are reasonably
related to the performance of the audit or review of our financial
statements. This category includes fees arising from accounting-related
consulting services. |
(3) |
Tax Fees consisted of
fees billed for tax compliance, consultation and planning
services. |
(4) |
Other fees consisted
of fees for license compliance consultation
services. |
2015 Proxy Statement
17
Table of Contents
Pre-Approval of Audit and
Non-Audit Services
All audit and non-audit
services provided by Ernst & Young LLP and its affiliates to Autodesk must
be pre-approved by the Audit Committee. The Audit Committee is presented with a
detailed listing of the individual audit and non-audit services and fees
(separately describing audit-related services, tax services and other services)
expected to be provided by Ernst & Young LLP and its affiliates during the
year. Periodically, the Audit Committee receives an update of all pre-approved
audit and non-audit services conducted, and information regarding any new audit
and non-audit services to be provided by Ernst & Young LLP and its
affiliates. The Audit Committee reviews the update and approves the proposed
services if they are deemed acceptable.
To ensure prompt handling of
unexpected matters, the Chair of the Audit Committee has authority to amend or
modify the list of approved audit and non-audit services and fees so long as
such additional or amended services do not affect Ernst & Young LLP's
independence under applicable SEC rules. The Chair reports any such action taken
at subsequent Audit Committee meetings.
2015 Proxy Statement
18
Table of Contents
PROPOSAL THREE - NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION
As required by SEC rules, we
are asking our stockholders to vote, on a non-binding advisory basis, to approve
the compensation of our named executive officers as described in the
Compensation Discussion and Analysis beginning on page 39 and the accompanying
compensation tables and narrative discussion in this Proxy Statement (a
Say-on-Pay vote). Stockholders are encouraged to read that information in its
entirety to obtain a complete understanding of Autodesk's executive compensation
program philosophy, design and linkage to stockholder interests.
Autodesk has designed its
compensation programs to reward executives for producing results that are
aligned with the interests of stockholders. We emphasize variable at risk
compensation dependent upon prospective financial, strategic and stock price
performance and a retrospective assessment of Autodesk's success to determine
pay opportunities. On average, 86% of the named executive officers' fiscal 2015
total compensation was variable in nature and at risk. In the case of the CEO,
90% of his fiscal 2015 total compensation was variable and at risk with 100%
of that amount tied to Autodesk's financial performance.
The compensation programs are
a balance of performance-orientation and attraction, retention and motivation.
Of the total target compensation for fiscal 2015, long-term incentives
constituted 77% of compensation for the CEO and an average of 71% of
compensation for all the named executive officers.
Past
Say-on-Pay Votes, Stockholder Outreach and Actions Taken
Autodesk and its Compensation
and Human Resources Committee (the Committee) value the input of our
stockholders. In fiscal 2015, 88% of the votes cast on our Say-on-Pay proposal
were favorable, which was a 23 percentage point increase over the prior year. In
fiscal 2015, we reached out to stockholders representing over 60% of the
outstanding Common Stock to better understand their views of Autodesk's
executive compensation policies. Based on these communications, we believe the
fiscal 2015 increased support was due primarily to the collective changes we
made to our executive compensation program over the past few years. These
changes resulted in the robust executive compensation policies and practices
described below, and the increased alignment between our CEO pay and Autodesk
performance. We generally found that our stockholders were supportive of the
design changes we have made and provided us helpful input regarding various
aspects of our compensation design and disclosure. The Committee carefully
considered this feedback as part of its ongoing review of our executive
compensation program.
Executive
Compensation Policies and Practices
Autodesks executive
compensation program is designed to attract, motivate, and retain talented
executives and to provide a sensible framework that is tied to Company
performance and long-term strategic goals as well as individual performance.
Autodesks executive
compensation objectives are supported by policies and strong governance
practices that align executives interests with the interests of our
stockholders. Over the last few years, the Committee has made a number of
changes to enhance our compensation program. Some of the programs strongest
features are summarized below.
● |
Emphasis on variable,
at risk compensation: On
average, 86% of the NEOs and 90% of the CEOs fiscal 2015 total
compensation was variable, at risk, and aligned with Company
performance. A significant component of our variable compensation was
delivered in equity. In fiscal 2015, 60% of the equity grants for our CEO
and 50% of the equity grants for our NEOs was performance based. These
grants will vest based on the achievement of financial objectives and our
total shareholder return (TSR) relative to the S&P Computer Software
Select Index over one-, two-, and three-year performance
periods.
|
2015 Proxy Statement
19
Table of Contents
● |
Long-term performance orientation: On average, 71% of the
NEOs and 77% of the CEOs fiscal 2015 total compensation was dependent on
Autodesks long-term performance. |
● |
Performance metrics that drive the business model transition:
In fiscal 2015, we incorporated billings and subscriptions (or, in the
case of the CEO, billings, subscriptions and deferred revenue) into the
executive officer cash incentives, and billings, subscriptions and
relative TSR into executive officer PSUs. The new metrics were
specifically designed to reflect drivers of success in our business model
transition. |
● |
Representative peer group: On an annual basis, we use a peer
group that reflects comparable size-relevant companies in industries where
we compete for talent. |
● |
Clawback
policy: Our clawback policy allows the Board to recover cash
incentive-based compensation if an executive officer has engaged in
fraudulent or intentional misconduct and the misconduct caused the
material restatement of our financial statements. |
● |
Significant stock ownership requirements: Executives are
subject to mandatory stock ownership guidelines that are monitored on an
annual basis. |
● |
Double-trigger change-in-control arrangements with no excise tax
gross-up: Our change-in-control program for executive officers
provides payments and benefits only in the event of a qualifying
termination of employment following a change in control. Executive
officers are not provided with any tax reimbursements or gross-ups under
this program. |
● |
Hedging
prohibition: Company policy prohibits employees and directors from
engaging in hedging transactions involving Autodesk
stock. |
● |
Effective risk management: We employ a strong risk
management program with specific responsibilities assigned to management,
the Board, and the Boards committees. Each year, the Committee evaluates
Autodesks compensation-related risk profile and has concluded that our
fiscal 2015 compensation policies and practices did not create risks that
were reasonably likely to have a material adverse effect on
Autodesk. |
● |
Option
re-pricing prohibition: Autodesk is prohibited from re-pricing any
outstanding options to purchase shares of Common Stock without express
stockholder approval. |
● |
No
executive benefits and limited perquisites: Generally, executive
officers are not provided material benefits or special considerations that
are not provided to other employees. However, the Committee can offer
executive officers benefits or other perquisites when they are either
competitively prudent or in Autodesks best interest. |
● |
Independent compensation committee and consultant: During
fiscal 2015, the Committee engaged Exequity LLP to assist with analysis
and review of Autodesks named executive officer compensation. Exequity
also advised the Committee on compensation philosophy, program design,
metrics, compensation trends, peer data, and
disclosure. |
Compensation Guiding Principles
The executive compensation
program is designed to attract, motivate, and retain talented executives and
provide a sensible framework tied to corporate and individual performance and
Autodesk long-term strategic goals. The general compensation objectives are to:
● |
Motivate executive
officers to achieve business and financial goals; |
● |
Balance rewards for
short- and long-term performance; |
● |
Align rewards with
stockholder value creation; and |
● |
Recruit and retain
the highest caliber of executives through competitive
rewards. |
Within this framework, the
total compensation for each executive officer varies based on multiple
dimensions:
● |
Autodesk TSR relative
to the S&P Computer Software Select Index; |
● |
Whether Autodesk
achieves its short-term and long-term financial and non-financial
objectives, including execution on its business model transition;
|
● |
The specific role and
responsibility of the officer; |
2015 Proxy Statement
20
Table of Contents
● |
Each
individual officers skills, competency, contributions and performance;
and |
● |
Internal
pay parity considerations. |
Executive compensation is
variable and balanced between short- and long-term performance, all of which is
tied to Autodesk's absolute and relative financial and stock price performance.
The compensation program
emphasizes variable compensation with both annual and long-term performance
components. In fiscal 2015, 90% of the CEOs and 86% of the named executive
officers total compensation was variable in nature and at risk. Our cash
incentives reward strong annual financial and operational performance, while our
equity program rewards strong annual financial and operational performance as
well as TSR relative to other software companies over one-, two-, and three-year
performance periods.
Vote
Recommendation
When casting the 2015
Say-on-Pay vote, we encourage our stockholders to consider our fiscal 2015
stockholder outreach and the collective changes we have made to the executive
compensation program over the last few years to more closely align the total
direct compensation opportunity of the named executive officers with Autodesk's
objectives of driving meaningful annual financial growth and maximizing
long-term value. Accordingly, we ask our stockholders to vote FOR the
advisory, non-binding Say-on-Pay proposal at the Annual Meeting.
|
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE ADVISORY (NON-BINDING) PROPOSAL APPROVING NAMED EXECUTIVE
OFFICER COMPENSATION. |
|
2015 Proxy Statement
21
Table of Contents
PROPOSAL FOUR - APPROVAL OF AN AMENDMENT TO THE 2012 EMPLOYEE
STOCK PLAN
Background
and Purpose
We provide equity compensation
to our employees as an incentive to increase long-term stockholder value. Our
equity program is broad-based in that all employees, where legally allowed, are
eligible to receive stock grants. During fiscal 2015, approximately 39% of our
eligible employees received an equity award grant.
The purposes of the 2012
Employee Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to our
employees, and to promote the success of our business. We believe that equity
awards should be a key part of employee compensation, that equity awards
encourage employees to run the business with a focus on drivers of stockholder
value, and that equity awards enable us to compete effectively for the best
talent in the software industry.
We are asking you to approve
the amendment to the 2012 Employee Plan to increase the number of shares
reserved for issuance by 12.5 million shares. As further described below, we are
seeking your approval so that we can continue to use the 2012 Employee Plan to
achieve Autodesks employee performance, recruiting and retention goals. The
Board adopted, subject to stockholder approval, the amendment to the 2012
Employee Plan on March 12, 2015. In its determination to approve the requested
share increase amount, the Board considered: (1) projected future equity needs
based on past equity grant practices, (2) compensation consultant advice and (3)
our objective to manage our burn rate so that we stay within our
Board-established burn rate limit and guidelines published by a major
stockholder advisory group. See Stock Subject to the 2012 Employee Plan in this proposal for more information relating
to the maximum amount of stock subject to the 2012 Employee Plan.
Based on the number of awards
granted in each of fiscal 2013, 2014 and 2015, we believe that unless
stockholders approve this amendment to the 2012 Employee Plan, shares available
to grant will be depleted in the second half of fiscal 2017. If we run out of
shares, it will severely diminish the viability of this important employee
incentive compensation program. For example, we will no longer be able to use
equity awards to attract key talent or reward and retain our critical employees.
We are asking stockholders to approve the amendment so that Autodesk can
continue to achieve its employee performance, recruiting, retention and
incentive goals. We anticipate that if the amendment is approved, we will have
sufficient shares to grant equity awards into fiscal 2019, though we may seek
additional shares sooner. Since the 2012 Employee Plan was adopted by
stockholders in January 2012, Autodesk received stockholder approval to increase
the number of shares subject to the plan by 11.35 million shares.
The
Importance of the Proposed Increase in Shares for Autodesk, our Employees and
Stockholders
We believe that approval of
the amendment to the 2012 Employee Plan and the continued ability to grant
equity awards are critical to our sustained success. Equity compensation is
essential to attracting and retaining talented employees and keeping employees
motivated, particularly in the highly competitive technology industry. If the
amendment is not approved at the Annual Meeting, it would seriously hamper our
ability to attract and retain the talent we need and could have an adverse
effect on our performance.
Equity compensation is a key
component of employee compensation both at Autodesk and in our competitive labor
markets, and we encourage equity ownership. Equity awards give employees the
perspective of an owner with a stake in the success of Autodesk. We believe that
equity awards motivate high levels of performance and provide an effective means
of recognizing, rewarding and encouraging employee contributions to our success.
2015 Proxy Statement
22
Table of Contents
Furthermore, we believe that
equity awards provide an additional retention tool and align the interests of
our employees with those of our stockholders by providing an incentive to
increase long-term stockholder value.
The restricted stock units
(RSUs) and performance stock units (PSUs) that Autodesk currently grants
under the 2012 Employee Plan generally vest over three years. During fiscal
2013, 2014 and 2015, PSUs made up at least one-half of the equity awards granted
to our executives (all employees at or above the vice president level) and are
earned only if Autodesk achieves specific levels of operating performance and
TSR relative to a software index over one-, two- and three-years. Although
Autodesk has the ability to grant stock options to employees under the 2012
Employee Plan, we have not done so since October 2012. The 2012 Employee Plan
allows Autodesk the flexibility to adapt its equity compensation program to meet
the Companys needs in the changing business environment in which we operate.
We believe that equity awards
are an important competitive tool in the technology industry and are essential
to recruiting and retaining highly qualified technical and other key personnel.
We believe that we must offer competitive compensation packages in order to
attract and retain people who can keep us on a course of continued success.
Although higher salaries can compensate to some extent for the lack of PSUs and
RSUs, we believe that over time we would be at a competitive disadvantage
without the focus on success and power of retention provided by equity
compensation that vests over multiple years. In recent years, our ability to
offer competitive equity compensation packages was integral to hiring and
retaining key performers who have been instrumental in achieving our current
success. More broadly, our employee base is motivated to achieve results that
drive stockholder value. We believe our equity compensation program has been
critical in attracting and retaining a highly effective work force.
Significant Historical Award Information
Broad-Based Granting
Subject to local law
restrictions in certain countries, all of our employees are eligible to receive
equity award grants, as determined by the Board or a committee of the Board (the
Administrator). At present, approximately 8,696 employees worldwide are
eligible to receive equity incentive award grants and approximately 58% of our
eligible employees worldwide hold equity incentive award grants.
Outstanding Awards and
Share Pool Under All Equity Incentive Plans
The 2012 Employee Plan is the
only active employee equity incentive plan under which we grant incentive equity
awards, though we do grant equity awards to our non-employee directors under the
2012 Outside Directors' Stock Plan. On March 12, 2015, the Board reduced the
number of shares reserved for issuance under 2012 Outside Directors' Stock Plan
by 850,000 shares. Below is information regarding outstanding awards and the
available share pool under the 2012 Employee Plan, the 2012 Outside Directors'
Stock Plan, and all equity incentive plans (including non-employee director and
terminated stock plans) in the aggregate.
(in millions, except otherwise
noted) |
|
Stock
options outstanding as of January 31, 2015(1) |
|
Weighted
average exercise price for outstanding stock options as of
January 31, 2015 ($) |
|
Weighted
average contractual life for outstanding stock options as of
January 31, 2015 (in years) |
|
Unreleased restricted stock units and performance
stock units (at target) as of January 31, 2015 |
|
Available
for grant as of January 31, 2015(2)(3)(4) |
2012
Employee Plan |
|
0.1 |
|
36.80 |
|
7.0 |
|
7.7 |
|
12.3 |
2012
Directors Plan(4) |
|
|
|
|
|
|
|
0.1 |
|
1.2 |
All
equity incentive plans (including non- employee director
and terminated stock plans) |
|
2.7 |
|
34.46 |
|
4.2 |
|
7.8 |
|
13.5 |
2015 Proxy Statement
23
Table of Contents
____________________
(1) |
The Company did
not have any Stock Appreciation Rights outstanding as of January 31,
2015. |
(2) |
Under the 2012
Employee Plan, stock-based awards are granted from a pool of available
shares, with stock options counting as 1 share and full value awards
(e.g., RSUs and PSUs) counting as 1.79 shares. |
(3) |
The 2012 Outside
Directors' Stock Plan is the only active non-employee director equity
plan, but non-employee director stock options remain outstanding from a
predecessor plan. Under the 2012 Outside Directors' Stock Plan,
stock-based awards are granted from a pool of available shares, with stock
options counting as 1 share and full value awards (e.g., RSUs) counting as
2.11 shares. |
(4) |
On March 12, 2015,
the Board reduced the number of shares reserved for issuance under 2012
Outside Directors' Stock Plan by 850,000 shares. Amounts shown as
available for grant as of January 31, 2015 reflect the March 12, 2015
reduction in shares. |
Alignment
of Named Executive Officer Interests with Stockholder Interests
Equity awards represented
approximately 71% of the total compensation of our NEOs in fiscal 2015. Our NEOs
received 7% of the shares subject to awards granted during fiscal 2015. In
addition, the number of equity awards granted to each of our NEOs during fiscal
2016 is set forth in Fiscal 2016 Equity Awards: New PSU Plan below under
Compensation Discussion and Analysis. No decisions have been made with respect
to equity grants to any of our employees or NEOs for any future years, although
all are eligible for grants.
Dilution
and Stock Repurchase Program
Dilution
Autodesk recognizes the
dilutive impact of our equity plans on our stockholders and continuously strives
to balance this concern with the competition for talent. In its determination to
approve the amendment to the 2012 Employee Plan, our Compensation Committee
reviewed analyses, which included an analysis of burn rate, outstanding awards
and awards available for grant. If Proposal Four is approved by our
stockholders, our equity overhang (based on the outstanding equity awards,
shares available for grant under our active employee equity incentive plans, and
the total weighted-average number of shares outstanding (WSO) for the period
ended January 31, 2015) will increase by 4.8%. The Board believes the potential
dilution to stockholders is reasonable and sustainable relative to peer and
market practices. Potential dilution to stockholders is measured by the two
metrics: gross burn rate and equity overhang.
Gross Burn Rate
Gross burn rate is calculated
by dividing the total number of shares subject to equity awards granted during
the fiscal year by the WSO. This formula adjusts for the fungible nature of our
full value shares (where each RSU or PSU granted is counted as 1.79 shares). The
gross burn rate measure indicates the rate at which Autodesk is creating
potential future stockholder dilution. The following table shows our gross burn
rate during our last three fiscal years.
Period
Ended |
|
Total
Options Granted (in millions) |
|
Restricted
Stock Units Granted (in millions) (1) |
|
Total
Performance Stock Units Granted at Target (in millions)
(1) |
|
Autodesk
Gross Burn Rate |
Fiscal Year Ended January 31, 2015 |
|
|
|
4 |
|
0.5 |
|
3.5% |
Fiscal Year Ended January 31, 2014 |
|
|
|
3.5 |
|
0.5 |
|
3.3% |
Fiscal Year Ended January 31, 2013 |
|
0.1 |
|
3.4 |
|
0.5 |
|
3.2% |
2015 Proxy Statement
24
Table of Contents
____________________
(1) |
Actual number of RSUs
and PSUs granted during the fiscal year, not taking into account the 1.79
fungible share counting formula. |
Equity Overhang
The Board and executive
officers have worked to maintain a reasonable equity overhang amount. The impact
of (a) outstanding employee equity awards, plus shares available for grant under
our active employee equity incentive plans, as a percentage of (b) outstanding
employee equity awards, plus shares available for grant under our active
employee equity incentive plans, plus the Companys WSO during the period, which
we refer to as overhang, provides a measure of future dilutive impact. The
following table shows information regarding our overhang during our last three
fiscal years.
Period
Ended |
|
Total
Options Issued and Outstanding (in millions) |
|
Total
Restricted Stock and Restricted Stock Units Issued
and Unreleased (in millions) |
|
Total
Performance Stock Units (at Target) Issued and Unreleased
(in millions) |
|
Shares Available
for Grant (in millions) |
|
Autodesk Overhang |
Fiscal Year Ended January 31, 2015 |
|
2.7 |
|
6.8 |
|
0.9 |
|
12.3 |
|
9.1% |
Fiscal Year Ended January 31, 2014 |
|
5.9 |
|
5.6 |
|
0.8 |
|
19.4 |
|
12.4% |
Fiscal Year Ended January 31, 2013 |
|
18.6 |
|
4.4 |
|
0.5 |
|
11.6 |
|
13.4% |
If Proposal Four is approved
by our stockholders, our equity overhang (based on the outstanding equity
awards, shares available for grant under our active employee equity incentive
plans, and WSO for the period ended January 31, 2015) will increase by 4.8%.
Stock Repurchase Program
We maintain a policy of
repurchasing stock to offset dilution from the issuance of stock under our
employee stock plans and to reduce shares over time as facts and circumstances
warrant. We repurchased approximately 6.9 million shares in fiscal 2015, 10.5
million shares in fiscal 2014 and 12.5 million shares in fiscal 2013. As of
January 31, 2015, 14.8 million shares of Common Stock remained available for
repurchase under the Board-authorized stock repurchase program.
Equity
Compensation Governance Practices
The Board maintains certain
policies relating to our equity compensation program. Most of these policies are
not expressly part of the 2012 Employee Plan. However, they are important to
understanding Autodesks use of equity compensation as part of our employees
total compensation package.
Limitations on Annual
Equity Grants
Our Board is committed to
maintaining a reasonable annual equity grant rate. The Board maintains an annual
equity award percentage limitation policy, which limits the number of shares
underlying equity awards that we can grant under our equity compensation plans.
This policy provides that the aggregate number of shares underlying equity
awards granted pursuant to the 2012 Employee Plan on a gross burn rate basis
will not exceed 4%. Awards issued in connection with business combinations, to
newly appointed senior executive officers, and to non-employee directors are not
included in calculating whether the 4% gross burn rate limitation has been
reached, which is why the gross burn rate figures shown above are different from
this limitation. In addition to these exclusions, each RSU and PSU granted is
counted as 1.79 shares toward the limitation. Gross burn calculations are based
on gross awards and are not net of cancellations.
2015 Proxy Statement
25
Table of Contents
Director and Executive
Equity Holding Program
We encourage our directors and
executive officers to be Autodesk stockholders through participation in our
equity plans and mandatory stock holding requirements. The requirement for stock
holdings provides that executive officers must attain an investment position in
Autodesk stock equal to a fixed number of shares that varies based on the
individuals scope of responsibilities, and directors must attain an investment
position in Autodesk stock of at least 10,000 shares. The Board reviews progress
against these guidelines and requirements annually and updates them as
appropriate. As of March 31, 2015, all of our directors and executive officers
complied with the applicable stock holding requirements. See Executive
Compensation-Compensation Discussion and Analysis below for additional
information regarding Autodesks stock ownership guidelines.
No In-the-Money Stock
Options
Stock options may not be
granted with an exercise or base price less than the fair market value,
generally the closing price, of our Common Stock on the date of grant.
Prohibition Against
Stock Option Repricings
By prohibiting the repricing
of stock options under all of Autodesks equity plans, including the 2012
Employee Plan, the Board has eliminated the possibility of achieving gain from
stock options unless all stockholders can benefit from the effect of an increase
in stock price.
Section 162(m)
Qualification
The 2012 Employee Plan is
designed to allow Autodesk to grant awards that may be intended to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code
(the Code), including equity awards and incentive cash bonuses. When making
decisions about the amount and form of compensation paid, we consider all
elements of the cost to us of providing such compensation, including the
potential impact of Section 162(m). The Compensation Committee may, in its
judgment, authorize awards under the 2012 Employee Plan that do not comply with
an exemption from the deductibility limit under Section 162(m) when it believes
such payments are appropriate to attract and retain talent.
Independent
Administration
The Compensation Committee,
which consists of only non-employee directors, administers the 2012 Employee
Plan.
|
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
AMENDMENT TO THE 2012 EMPLOYEE PLAN. |
|
2015 Proxy Statement
26
Table of Contents
Description of the 2012
Employee Plan
The following paragraphs
summarize the principal features of the 2012 Employee Plan. This summary does
not purport to be complete and is subject to, and qualified in its entirety by,
the provisions of the 2012 Employee Plan, including the proposed amendment,
which is attached hereto as Appendix A. The proposed amendment seeks to increase
the number of shares of Common Stock available for issuance under the 2012
Employee Plan. Capitalized terms that are not defined in this summary have the
meanings set forth in the 2012 Employee Plan.
Awards
The 2012 Employee Plan permits
the grant of incentive stock options, nonqualified stock options, restricted
stock, and RSUs (each individually, an Award), with time-based and/or
performance based vesting.
Stock Subject to the 2012
Employee Plan
We are asking stockholders to
approve the amendment to the 2012 Employee Plan to increase the number of shares
reserved for issuance under the 2012 Employee Plan by 12.5 million. If
stockholders approve the increase, the maximum aggregate number of shares of
Common Stock which may be issued under the 2012 Employee Plan will be 39.05
million shares, plus that number of shares that are subject to equity awards
granted under all of our expired or terminated employee equity compensation
plans that were outstanding as of January 6, 2012, the effective date of the
2012 Employee Plan, and thereafter terminate, expire, lapse or are forfeited for
any reason, not to exceed 6.0 million shares. The maximum aggregate total of
shares of Common Stock which may be issued under the amended 2012 Employee Plan
may not exceed 45.05 million shares.
Each share subject to an
incentive stock option or nonqualified stock option counts against the shares
authorized for issuance under the 2012 Employee Plan as one share, and each
share subject to an Award of restricted stock, RSUs or PSUs counts against the
shares authorized for issuance under the 2012 Employee Plan as 1.79 shares. If
an Award expires or becomes unexercisable for any reason, the unpurchased or
forfeited shares that were subject to the Award may be returned to the 2012
Employee Plan (unless the 2012 Employee Plan has terminated) and may become
available for future grant. Each share that is subject to an Award of stock
options granted under the 2012 Employee Plan that is forfeited to or repurchased
by Autodesk shall count as having returned one share to the total number of
shares available for future grant or sale under the 2012 Employee Plan. Each
share that is subject to an Award of restricted stock, RSUs or PSUs granted
under the 2012 Employee Plan that is forfeited to or repurchased by Autodesk
will count as having returned 1.79 shares to the total number of shares
available for future grant or sale under the 2012 Employee Plan.
Administration
The 2012 Employee Plan may be
administered by the Board or a committee of the Board (the Administrator).
Subject to the provisions of the 2012 Employee Plan, the Administrator has the
authority to: (1) construe and interpret the 2012 Employee Plan and Awards
granted under the plan and apply its provisions, (2) prescribe, amend or rescind
rules and regulations relating to the plan, (3) select the persons to whom
Awards are to be granted, (4) determine the number of shares to be made subject
to each Award, (5) determine whether and to what extent Awards are to be
granted, (6) determine the terms, conditions and restrictions applicable to
Awards generally and to each individual Award (including the provisions of the
Award agreement to be entered into between Autodesk and the participant), (7)
modify or amend any outstanding Award subject to applicable legal restrictions
(except that repricing of a stock option without stockholder approval is
prohibited), (8) authorize any person to execute, on our behalf, any instrument
required to effect the grant of an Award, (9) approve forms of Award agreement
for use under the plan, (10) allow participants to satisfy withholding tax
obligations by, among other things, electing to have Autodesk withhold from the
shares to be issued upon exercise or vesting of an Award that number of shares
having a fair market value equal to the minimum amount required to be withheld,
(11) determine the fair market value of our Common Stock, (12) approve the forms
of agreement for use under the plan, and (13) subject to certain limitations,
take any other actions
2015 Proxy Statement
27
Table of Contents
deemed necessary or advisable
for the administration of the plan. All decisions, interpretations and other
actions of the Administrator will be final and binding on all holders of Awards
and on all persons deriving their rights therefrom. The Board has currently
delegated to the Compensation Committee authority to grant equity awards to all
employees including executive officers of Autodesk.
Eligibility to Receive
Awards
The 2012 Employee Plan
provides that stock options, restricted stock, RSUs and PSUs may be granted only
to our employees.
Term
The 2012 Employee Plan will
expire on June 30, 2022.
No Repricing
The 2012 Employee Plan
prohibits repricing of stock options, including by way of an exchange for Awards
with a lower exercise price, a different type of Award, cash, or a combination
thereof, without stockholder approval.
Terms and Conditions of
Stock Options
Each stock option granted
under the 2012 Employee Plan is evidenced by a written or electronic stock
option agreement between the optionee and Autodesk and is subject to the
following terms and conditions:
● |
Section 162(m) Share
Limit for Stock Options. So
that it is possible for stock options to qualify as performance-based
compensation under Section 162(m) of the Code, no participant may be
granted stock options to purchase more than 1,500,000 shares in any fiscal
year, except that stock options to purchase up to 3,000,000 shares may be
granted in a participants first fiscal year of service. |
|
|
● |
Exercise
Price. The Administrator
sets the exercise price of the shares subject to each stock option,
provided that the exercise price cannot be less than 100% of the fair
market value of our Common Stock on the stock option grant date. In
addition, the exercise price of an incentive stock option must be at least
110% of fair market value if, on the grant date, the participant owns
stock possessing more than 10% of the total combined voting power of all
classes of stock of Autodesk or any of its subsidiaries (a 10%
Stockholder). |
|
|
● |
Form of
Consideration. The means of
payment for shares issued upon exercise of a stock option is specified in
each stock option agreement. Payment generally may be made by cash, check,
other shares of Autodesks Common Stock owned by the optionee, delivery of
a properly executed notice with such other documentation as the
Administrator and broker may require and the sale proceeds required to pay
the exercise price, or by a combination of the foregoing.
|
|
|
● |
Exercise of the Stock
Option. Each stock option
agreement will specify the term of the stock option and the date the stock
option is to become exercisable. No stock option granted under the 2012
Employee Plan may be exercised more than ten (10) years after the date of
grant. Incentive stock options granted to a 10% Stockholder will have a
term of no more than five (5) years from the date of grant.
|
|
|
● |
Termination of
Employment. If an
optionees employment terminates for any reason (other than death or
permanent disability), all vested stock options held by such optionee
under the 2012 Employee Plan expire upon the earlier of (i) such period of
time as is set forth in the applicable stock option agreement(s), which
Autodesk currently sets at between three and twelve months, or (ii) the
expiration date of the stock options. |
2015 Proxy Statement
28
Table of Contents
● |
Permanent
Disability. If an optionee
is unable to continue employment as a result of permanent and total
disability (as defined in the Code), all vested stock options held by such
optionee under the 2012 Employee Plan expire upon the earlier of (i)
twelve months after the date of termination of the optionees employment,
or (ii) the expiration date(s) of the stock options. |
|
|
● |
Death. If an optionee dies while employed by us,
all stock options held by such optionee under the 2012 Employee Plan
expire upon the earlier of (i) twelve months after the optionees death,
or (ii) the expiration date(s) of the stock options. The executor or other
legal representative of the optionee may exercise all or part of the
optionees stock options at any time before such expiration.
|
|
|
● |
ISO
Limitation. If the
aggregate fair market value of all shares subject to an optionees
incentive stock options that are exercisable for the first time during any
calendar year exceeds $100,000, the excess stock options will be treated
as nonqualified stock options. |
Term and Conditions of
Restricted Stock. Each Award of
restricted stock granted under the 2012 Employee Plan is evidenced by a written
or electronic restricted stock agreement between the participant and Autodesk
and is subject to the following terms and conditions:
● |
Section 162(m) Share Limit for Restricted
Stock. So that it is
possible for Awards of restricted stock to qualify as performance-based
compensation under Section 162(m) of the Code, no participant may be
granted more than 750,000 shares of restricted stock (and/or RSUs) in any
fiscal year, except that up to 1,500,000 shares of restricted stock
(and/or RSUs) may be granted in a participants first fiscal year of
service. |
|
|
● |
Vesting and Other
Restrictions. In
determining whether to make an Award of restricted stock, and/or the
appropriate vesting schedule for any such Award, the Administrator may
impose any conditions to vesting it deems appropriate. However, if the
Administrator desires that the Award qualify as performance-based
compensation under Section 162(m) of the Code, any restrictions will be
based on a specified list of performance goals (see Performance Goals
below for more information). The performance goals may be applied on a
company-wide, business unit, industry group or individual basis, as deemed
appropriate in light of the participants specific responsibilities. Such
performance goals may also be applied to Awards that are not intended to
comply with Section 162(m) of the Code. |
|
|
● |
Stockholder
Rights. A holder of
restricted stock will have the full voting rights of a holder of Common
Stock, unless determined otherwise by the Administrator. A holder of
restricted stock also generally will be entitled to receive all dividends
and other distributions paid with respect to shares of Common Stock unless
otherwise provided in the Award agreement. Such dividends and
distributions generally will be subject to the same vesting criteria as
the shares of restricted stock upon which the dividends or distributions
are paid. |
Performance Goals
The Administrator, in its
discretion, may make performance goals applicable to a participant with respect
to an Award. As provided under the 2012 Employee Plan, at the Administrators
discretion, performance goals with respect to awards intended to qualify as
performance-based compensation under Section 162(m) of the Code may be based
on one or more of the following business criteria:
● |
Earnings per share
|
● |
Net income
|
● |
Operating margins
|
● |
Revenue |
● |
Total stockholder return |
● |
Recurring revenue (including annualized)
|
2015 Proxy Statement
29
Table of Contents
● |
Bookings
|
● |
Billings
|
● |
Number of customers
|
● |
Objective customer
indicators |
● |
Expenses
|
● |
Cost reduction goals
|
● |
Economic value added
|
● |
Cash flow (including
operating cash flow or free cash flow) |
● |
Cash flow per share
|
● |
Sales or revenue
targets, including product or product family
targets |
Any criteria used may be
measured, as applicable (1) on a pro forma basis (as defined in the 2012
Employee Plan), (2) in absolute terms, (3) in relative terms (including, but not
limited to, the passage of time and/or against another company or companies or
financial metrics), (4) on a per-share and/or share per capita basis, (5)
against the performance of Autodesk as a whole or particular segments, business
units, industry groups or products of Autodesk, and/or (6) on a pre-tax or
after-tax basis.
By granting Awards that vest
upon achievement of business objectives, the Administrator may be able to
preserve Autodesks deduction for certain compensation in excess of $1,000,000.
Section 162(m) of the Code limits Autodesks ability to deduct annual
compensation paid to our Chief Executive Officer and other covered employees
as determined under Section 162(m) of the Code and applicable guidance to
$1,000,000 per individual. However, Autodesk can preserve the deductibility of
certain compensation in excess of $1,000,000 if the conditions of Section 162(m)
of the Code are met. These conditions include stockholder approval of the 2012
Employee Plan, setting limits on the number of Awards that any individual may
receive, and for Awards other than stock options, establishing performance
criteria that must be met before the Award actually will vest or be paid. The
performance goals listed above, as well as the per person limits on shares
covered by Awards, may permit the Administrator to grant Awards that qualify as
performance-based for purposes of satisfying the conditions of Section 162(m) of
the Code, thereby permitting Autodesk to receive a federal income tax deduction
in connection with such Awards. The Administrator has the ability to grant
awards that do not satisfy the conditions of Section 162(m) and may do so when,
in its judgment, it is appropriate to attract and retain talent.
Leave of Absence
In the event that an employee
goes on a leave of absence approved by the Administrator, Award vesting will
continue during such leave, except as required by law or as otherwise determined
by the Administrator.
Non-Transferability of
Awards
Unless otherwise determined by
the Administrator, an Award granted under the 2012 Employee Plan may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent or distribution, and during the
lifetime of the recipient, an Award may be exercised, only by the recipient. If
the Administrator makes an Award transferable, that Award will contain such
additional terms and conditions as the Administrator deems appropriate. No Award
may be transferred for value.
Adjustments Upon Changes in
Capitalization
In the event our capital stock
is changed by reason of any stock split, reverse stock split, stock dividend,
combination or reclassification of our Common Stock or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by us, appropriate proportional adjustments will be made in the
number of shares subject to the 2012 Employee Plan, the individual fiscal year
limits applicable to Awards, the number of shares of stock subject to any Award
outstanding under the 2012 Employee Plan, and the exercise price of any such
outstanding option. Any such adjustment will be made by the Administrator, whose
determination will be conclusive.
2015 Proxy Statement
30
Table of Contents
Dissolution or Liquidation
In the event of a proposed
dissolution or liquidation of Autodesk, the Administrator is required to provide
notice to each participant as soon as practicable prior to the effective date of
such proposed transaction. The Administrator in its discretion may permit a
participant to exercise his or her Award until ten (10) days prior to such
transaction. In addition, the Administrator may provide that any Company
repurchase option or forfeiture rights applicable to any Award will lapse in
full, and that any Award vesting will fully accelerate, if the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent they have not been previously exercised, all
outstanding Awards will terminate immediately prior to the consummation of such
proposed dissolution or liquidation.
Change of Control
In the event of a change of
control, the successor corporation (or its parent or subsidiary) is required to
assume or substitute each outstanding Award. If the successor corporation
refuses to assume the Awards or to substitute equivalent Awards, such stock
options, restricted stock and RSUs, will become 100% vested, all restrictions on
restricted stock will lapse, and all performance goals or other vesting criteria
with respect to Awards with performance-based vesting will be deemed achieved at
100% target levels and all other terms and conditions met. In such event, the
Administrator is required to provide notice to each participant that each stock
option subject to exercise is fully exercisable for fifteen days from the date
of such notice and will terminate upon expiration of such period.
Amendment, Suspensions and
Termination of the 2012 Employee Plan
Autodesks Board may at any
time amend, alter, suspend or terminate the 2012 Employee Plan. However, to the
extent necessary and desirable to comply with any Applicable Law, Autodesk will
obtain stockholder approval of any amendment in such a manner and to such a
degree as required. In addition, as noted above under the section entitled No
Repricing, stock options may not be repriced without stockholder approval.
New Plan Benefits
The number of future Awards
(if any) that an employee may receive under the 2012 Employee Plan is in the
discretion of the Administrator and therefore cannot be determined in advance.
The number of equity awards granted to each of our NEOs during the last fiscal
year is set forth below under Grants of Plan-Based Awards in Fiscal 2015. In
addition, the number of equity awards granted to each of our NEOs during fiscal
2016 is set forth in Fiscal 2016 Equity Awards: New PSU Plan below under
Compensation Discussion and Analysis. The number of equity awards granted in
the future may be different from the numbers granted in fiscal 2015 and fiscal
2016. Non-employee directors are not eligible to participate in the 2012
Employee Plan. During fiscal 2015, non-NEO employees as a group were granted 4.2
million shares subject to RSUs and PSUs (at target). The closing price for
shares of Common Stock on January 30, 2015 was $54.01.
2015 Proxy Statement
31
Table of Contents
Options Granted to Certain
Persons
The aggregate number of shares
of Common Stock subject to options granted to our NEOs and the other individuals
and groups indicated under the 2012 Employee Plan since its inception through
January 31, 2015 is reflected in the table below:
Name and Position |
|
Stock Options
Granted |
Carl
Bass |
|
|
President and Chief Executive Officer |
|
|
R.
Scott Herren, |
|
|
Senior Vice President and Chief Financial
Officer |
|
|
Jan
Becker |
|
|
Senior Vice President, Human Resources and
Corporate Real Estate |
|
|
Steven M. Blum |
|
|
Senior Vice President, Worldwide Sales and
Services |
|
|
Pascal W. Di Fronzo |
|
|
Senior Vice President, General Counsel and
Secretary |
|
|
Mark
J. Hawkins, |
|
|
Former Chief Financial Officer |
|
|
Current Named Executive Officer Group
(including named executive officers list above) |
|
|
Non-
Executive Director Group |
|
|
Current and Former Employee Group other than
Current Named Executive Officer Group |
|
140,700 |
Our executive officers have an
interest in Proposal Four because they are eligible to receive Awards under the
2012 Employee Plan.
Equity Compensation Plan
Information
The following table summarizes
the number of outstanding options granted to employees and directors, as well as
the number of securities remaining available for future issuance under our
equity compensation plans, as of January 31, 2015:
|
|
(a) |
|
(b) |
|
(c) |
|
|
|
|
|
|
|
Number of securities remaining |
|
|
|
|
|
|
|
available for future issuance |
|
|
|
Number of securities |
|
Weighted-average |
|
under equity compensation |
|
|
|
to be issued upon |
|
exercise price of |
|
plans (excluding securities |
|
|
|
exercise of |
|
outstanding |
|
reflected in column (a)) (in |
|
Plan category |
|
outstanding options |
|
options |
|
millions) |
|
Equity compensation plans approved by
security |
|
|
|
|
|
|
|
holders |
|
10.5 |
|
34.46 |
|
55.0 |
(1)(2) |
Total |
|
10.5 |
|
|
|
55.0 |
|
____________________
(1) |
|
Included in this
amount are 40.7 million securities available for future issuance under
Autodesks ESP Plan. |
(2) |
|
Amounts do not
reflect the March 12, 2015 reduction of 850,000 shares available for grant
under the 2012 Outside Directors Stock Plan. |
Federal Tax Aspects
The following paragraphs
summarize the material U.S. federal income tax consequences associated with
Awards granted under the 2012 Employee Plan. The summary is based on existing
U.S. laws and regulations, and there can be no assurance that those laws and
regulations will not change in the future. The summary does not purport to be
complete and does not discuss the tax consequences upon a participants death,
or the provisions of the income tax laws of any municipality, state or foreign
country in which the participant may reside. As a result, tax consequences for
any particular participant may vary based on individual circumstances.
2015 Proxy Statement
32
Table of Contents
Nonqualified Stock Options
No taxable income is
recognized when a nonqualified stock option is granted to a participant. Upon
exercise, the participant will recognize ordinary income in an amount equal to
the excess of the fair market value of the shares of Common Stock on the
exercise date over the exercise price. Any additional gain or loss recognized
upon later disposition of the shares of Common Stock will be taxed as capital
gain or loss.
Incentive Stock Options
No taxable income is
recognized when an incentive stock option is granted or exercised (except for
purposes of the alternative minimum tax, in which case taxation is the same as
for nonqualified stock options). If the participant exercises the option and
then later sells or otherwise disposes of the shares of Common Stock more than
two years after the grant date and more than one year after the exercise date,
the difference between the sale price and the exercise price will be taxed as
capital gain or loss. If the participant exercises the option and then later
sells or otherwise disposes of the shares of Common Stock before the end of the
two- or one-year holding periods described above, he or she generally will have
ordinary income at the time of the sale equal to the fair market value of the
shares of Common Stock on the exercise date (or the sale price, if less) minus
the exercise price of the option. Any additional gain or loss will be taxed as
capital gain or loss.
Restricted Stock and
Restricted Stock Units
A participant generally will
not have taxable income upon grant of restricted stock or RSUs. Instead,
generally the participant will recognize ordinary income at the time of vesting
equal to the fair market value of the shares on that date or the cash received,
minus any amount paid. For restricted stock only, a participant instead may
elect to be taxed at the time of grant.
Section 409A
Section 409A of the Code
provides certain requirements for non-qualified deferred compensation
arrangements with respect to an individuals deferral and distribution elections
and permissible distribution events. Awards granted under the 2012 Employee Plan
with a deferral feature will be subject to the requirements of Section 409A of
the Code. If an award is subject to and fails to satisfy the requirements of
Section 409A of the Code, the recipient of that award may recognize ordinary
income on the amounts deferred under the award, to the extent vested, which may
be before the compensation is actually or constructively received. Also, if an
award that is subject to Section 409A fails to comply with Section 409As
provisions, Section 409A imposes an additional 20% tax on compensation
recognized as ordinary income, as well as interest on such deferred
compensation.
Tax Effect for Autodesk
Autodesk generally will be
entitled to a tax deduction in connection with an award under the 2012 Employee
Plan in an amount equal to the ordinary income realized by a participant at the
time the participant recognizes such income (for example, the exercise of a
nonqualified stock option). As discussed above, special rules limit the
deductibility of compensation paid to our Chief Executive Officer and other
covered employees as determined under Section 162(m) of the Code and
applicable guidance. However, the 2012 Employee Plan has been designed to
permit, but not require, the Administrator to equity awards that qualify as
performance-based compensation under Section 162(m) of the Code, thereby
permitting Autodesk to receive a federal income tax deduction in connection with
such awards. Time-based RSUs do not vest based on the attainment of performance
goals, so our federal income tax deduction with respect to grants of RSUs to
covered employees will be limited.
For more information about
equity compensation plans approved by our stockholders, please see Executive
Compensation-Equity Compensation Plan Information.
2015 Proxy Statement
33
Table of Contents
CORPORATE
GOVERNANCE
Autodesk is committed to the
highest standards of corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board provides independent leadership in the
exercise of its responsibilities. Our executive officers oversee a strong system
of internal controls and compliance with corporate policies and applicable laws
and regulations. Our employees operate in a climate of responsibility, candor
and integrity.
Corporate Governance
Guidelines; Code of Business Conduct and Ethics
We believe the highest
standards of corporate governance and business conduct are essential to running
our business efficiently, serving our stockholders well, and maintaining our
integrity in the marketplace. Over the years, we have devoted substantial
attention to the subject of corporate governance and have developed Corporate
Governance Guidelines (the Guidelines). The Guidelines set forth the
principles that guide our Board's exercise of its responsibility to oversee
corporate governance, maintain its independence, evaluate its own performance
and the performance of our executive officers, and set corporate strategy.
The Board first adopted the
Guidelines in December 1995 and has refined them periodically since. For
example, in March 2007, the Board amended the Guidelines to provide for majority
voting in director elections, except for contested elections. The 2007
amendments also required each director to submit a resignation that will take
effect if such director fails to receive a majority vote in any subsequent
election and the Board accepts the resignation. In March 2009, the Board amended
the Guidelines to provide for a non-executive Chairman of the Board. In March
2010, the Board amended the Guidelines to, among other things, clearly outline
the Board's responsibility for overseeing Autodesk's risk management. In
December 2011, the Board amended the Guidelines to address changes in a
director's occupation, among other things. The Guidelines are available on our
website at www.autodesk.com under
Investor Relations-Corporate Governance.
In addition, we have adopted a
Code of Business Conduct for directors and employees, and a Code of Ethics for
Senior Executive and Financial Officers, including our principal executive
officer, principal financial officer, principal accounting officer, all senior
vice presidents, and all individuals reporting to our principal financial
officer, to ensure that our business is conducted in a consistently legal and
ethical manner. Our current Code of Business Conduct and Code of Ethics for
Senior Executive and Financial Officers are available on our website at
www.autodesk.com under Investor Relations-Corporate Governance.
We will post on this section of our website any amendment to our Code of
Business Conduct or Code of Ethics for Senior Executive and Financial Officers,
as well as any waivers of these Codes that are required to be disclosed by the
rules of the SEC or The NASDAQ Global Select Market (NASDAQ).
Stock Ownership Guidelines
The Board believes directors
and executive officers should have a meaningful financial stake in the Company
in order to further align their interests with the Companys stockholders. To
that end, the Board has adopted mandatory ownership guidelines for the directors
and executive officers. The stock ownership guidelines provide that, within a
four-year period, executive officers must attain an investment position in
Autodesk stock equal to a fixed number of shares, depending on the individuals
scope of responsibilities, and directors must attain an investment position in
Autodesk stock of at least 10,000 shares. The Board reviews progress against
these guidelines and requirements annually and updates them as appropriate. See
Executive CompensationCompensation Discussion and Analysis on page 39 for
additional information regarding Autodesk's stock ownership guidelines.
2015 Proxy Statement
34
Table of Contents
Independence of the Board
As required by applicable
NASDAQ listing standards, a majority of the members of our Board qualify as
independent. The Board has determined that, with the exception of Carl Bass,
our President and Chief Executive Officer, all of its members are independent
directors as that term is defined by applicable NASDAQ listing standards. That
definition includes a series of objective tests, including that the director is
not an employee of the company and has not engaged in various types of business
dealings with the company. In addition, as further required by applicable NASDAQ
listing standards, the Board has made a subjective determination as to each
independent director that no relationships exist that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. In making its independence determinations, the Board considered that
Messrs. Smith and Georgens are executive officers at entities that have
arms-length, ordinary course commercial relationships with Autodesk and that
amounts paid or received by those entities for products or services in fiscal
2015 were not material. The Board determined that the foregoing relationships
would not interfere with the exercise of independent judgment by Messrs. Smith
and Georgens in carrying out their responsibilities as directors.
The independent directors meet
regularly in executive session, without executive officers present, as part of
the quarterly meeting procedure.
Board Meetings and Board
Committees
The Board held a total of four
meetings (including regularly scheduled and special meetings) during fiscal
2015. Each director attended at least 75% of the total number of meetings of the
Board and committees of which he or she is a member during fiscal 2015. The
Board currently has three standing committees: an Audit Committee, a
Compensation and Human Resources Committee, and a Corporate Governance and
Nominating Committee. Each committee has adopted a written charter approved by
the Board. All three charters are available on Autodesk's website at
www.autodesk.com under Investor Relations-Corporate Governance.
Audit Committee
The Audit Committee, which has
been established in accordance with Section 3(a)(58)(A) of the Exchange Act,
currently consists of Lorrie M. Norrington (Chair), J. Hallam Dawson, Betsy
Rafael and Steven M. West, each of whom is independent as such term is defined
for audit committee members by applicable NASDAQ listing standards. The Board
has determined that each member of the Audit Committee is an audit committee
financial expert as defined in the rules of the SEC.
The Audit Committee held 13
meetings during fiscal 2015.
See Report of the Audit
Committee of the Board of Directors on page 72 for more information regarding
the functions of the Audit Committee.
Compensation and Human
Resources Committee
The Compensation and Human
Resources Committee currently consists of Mary T. McDowell (Chair), Thomas
Georgens and Stacy J. Smith, each of whom qualifies as independent for
compensation committee purposes under applicable NASDAQ listing standards, the
requirements of Section 162(m) of the Code, and SEC Rule 16b-3.
The Compensation and Human
Resources Committee reviews compensation and benefits for our executive officers
and has authority to grant stock options, RSUs and PSUs to executive officers
and non-executive employees under our stock plans. As non-employee directors,
the members of the Compensation and Human Resources Committee are not eligible
to participate in
2015 Proxy Statement
35
Table of Contents
Autodesks discretionary
employee stock programs. RSUs are granted automatically to non-employee
directors under the non-discretionary 2012 Outside Directors' Stock Plan.
See Executive
Compensation-Compensation Discussion and Analysis on page 39 for a description
of Autodesk's processes and procedures for determining executive compensation.
The Compensation and Human Resources Committee may form and delegate authority
to subcommittees when appropriate.
The Compensation and Human
Resources Committee held seven meetings during fiscal 2015.
The Report of the
Compensation Committee is included in this Proxy Statement on page 56.
Corporate Governance and Nominating
Committee
The Corporate Governance and
Nominating Committee currently consists of Per-Kristian Halvorsen (Chair) and
Crawford W. Beveridge, each of whom qualifies as an independent director under
applicable NASDAQ listing standards.
The Corporate Governance and
Nominating Committee is responsible for developing general criteria regarding
the qualifications and selection of members of the Board, and for recommending
candidates for election to the Board. The Corporate Governance and Nominating
Committee also is responsible for developing overall governance guidelines,
overseeing the performance of the Board, and reviewing and making
recommendations regarding director composition and the mandates of Board
committees. The Corporate Governance and Nominating Committee will consider
recommendations of candidates for the Board submitted by Autodesk stockholders.
For more information, see Corporate Governance-Nominating Process for
Recommending Candidates for Election to the Board on page 37.
The Corporate Governance and
Nominating Committee held four meetings during fiscal 2015.
Board Leadership Structure
Our Corporate Governance
Guidelines direct the Board to fill the Chairman of the Board and Chief
Executive Officer positions after considering a number of factors, including the
current size of our business, composition of the Board, current candidates for
such positions, and our succession planning goals. Currently, we separate the
positions of Chief Executive Officer and non-executive Chairman of the Board.
Since March 2009, Mr. Beveridge, who previously served as our Lead Director, has
served as our non-executive Chairman. Our Corporate Governance Guidelines also
provide that, in the event the Chairman of the Board is not an independent
director, the Board must elect a Lead Independent Director. The
responsibilities of the Chairman of the Board or the Lead Independent Director
include setting the agenda for each meeting of the Board, in consultation with
the Chief Executive Officer; presiding at executive sessions; and facilitating
communication with the Board, executive officers and stockholders.
Separating the positions of
Chief Executive Officer and Chairman of the Board allows our President and Chief
Executive Officer to focus on our day-to-day business, while allowing the
Chairman of the Board to lead the Board in its fundamental role of providing
independent advice to, and oversight of, management. The Board believes that
having an independent director serve as Chairman is the appropriate leadership
structure for Autodesk at this time and demonstrates our commitment to good
corporate governance.
In addition, as described
above, our Board has three standing committees, consisting entirely of
independent directors. The Board delegates substantial responsibility to these
committees, which report their activities and actions back to the full Board. We
believe having independent committees with independent chairpersons is an
important aspect of the leadership structure of our Board.
2015 Proxy Statement
36
Table of Contents
Risk
Oversight
Our Board, as a whole and
through its committees, is responsible for the oversight of risk management. Our
executive officers are responsible for the day-to-day management of the material
risks Autodesk faces. In its oversight role, our Board must satisfy itself that
the risk management processes designed and implemented by our executive officers
are adequate and functioning as designed. The involvement of the full Board in
setting our business strategy at least annually is a key part of its oversight
of risk management, its consideration of our executive officers' appetite for
risk, and its determination of what constitutes an appropriate level of risk.
The full Board receives updates from our executive officers and outside advisers
regarding certain risks Autodesk faces, including litigation, corporate
governance best practices and various operating risks.
In addition, each Board
committee oversees certain aspects of risk management. For example, our Audit
Committee is responsible for overseeing the management of risks associated with
Autodesk's financial reporting, accounting and auditing matters; our
Compensation and Human Resources Committee oversees our executive officer
succession planning and risks associated with our compensation policies and
programs; and our Corporate Governance and Nominating Committee oversees the
management of risks associated with director independence, conflicts of
interest, composition and organization of our Board, and director succession
planning. Board committees report their findings to the full Board.
Senior executive officers
attend all meetings of the Board and its standing committees and are available
to address any questions or concerns raised by the Board regarding risk
management and any other matters. Annually, the Board holds strategic planning
sessions with senior executive officers to discuss strategies, key challenges,
and risks and opportunities for Autodesk.
Compensation Committee Interlocks and Insider
Participation
The current members of the
Compensation and Human Resources Committee are Mary T. McDowell, Thomas Georgens
and Stacy J. Smith. No director who served as a member of the Compensation and
Human Resources Committee during fiscal 2015 is or was formerly an officer or
employee of Autodesk or any of its subsidiaries. No interlocking relationship
exists between any director who served as a member of the Compensation and Human
Resources Committee during fiscal 2015 and the compensation committee of any
other company, nor has any such interlocking relationship existed in the past.
Nominating
Process for Recommending Candidates for Election to the Board
The Corporate Governance and
Nominating Committee is responsible for, among other things, determining the
criteria for membership on the Board and recommending candidates for election to
the Board. It is the policy of the Corporate Governance and Nominating Committee
to consider recommendations for candidates to the Board from stockholders.
Stockholder recommendations for candidates to the Board must be directed in
writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903,
Attention: General Counsel, and must include the candidate's name, home and
business contact information, detailed biographical data and qualifications;
information regarding any relationships between the candidate and Autodesk
within the last three years; and evidence that the nominating person owns
Autodesk stock.
The Corporate Governance and
Nominating Committees criteria and process for evaluating and identifying the
candidates that it selects, or recommends to the full Board for selection, as
director nominees are as follows:
● |
The Corporate
Governance and Nominating Committee regularly reviews the current
composition and size of the Board. |
● |
The Corporate
Governance and Nominating Committee oversees an annual evaluation of the
performance of the Board as a whole and evaluates the performance of
individual members of the Board eligible for re-election at the annual
meeting of stockholders. |
● |
In its evaluation of
director candidates, including the members of the Board eligible for
re-election, the Corporate Governance and Nominating Committee seeks to
achieve a balance of knowledge, experience and capability on the Board.
|
2015 Proxy Statement
37
Table of Contents
|
The Corporate
Governance and Nominating Committee considers: (1) the current size and
composition of the Board and the needs of the Board and its committees;
(2) such factors as character, judgment, diversity, age, expertise,
business experience, length of service, independence, and other
commitments; (3) relationships between directors and Autodesk's customers
and suppliers; and (4) such other factors as the Committee may consider
appropriate. |
● |
While the Corporate
Governance and Nominating Committee has not established specific minimum
qualifications for director candidates, the Corporate Governance and
Nominating Committee believes that candidates and nominees must reflect a
Board that comprises directors who (1) are predominantly independent; (2)
have high integrity; (3) have broad, business-related knowledge and
experience at the policy-making level in business or technology, including
their understanding of the software industry and Autodesk's business in
particular; (4) have qualifications that will increase overall Board
effectiveness; (5) have varied and divergent experiences, viewpoints and
backgrounds; and (6) meet other requirements as may be required by
applicable rules, such as financial literacy or financial expertise with
respect to audit committee members. |
● |
With regard to
candidates who are properly recommended by stockholders or by other means,
the Corporate Governance and Nominating Committee will review the
qualifications of any such candidate, which review may, in the Corporate
Governance and Nominating Committees discretion, include interviewing
references, direct interviews with the candidate, or other actions the
Corporate Governance and Nominating Committee deems necessary or proper.
|
● |
The Corporate
Governance and Nominating Committee has the authority to retain and
terminate any third-party search firm to identify director candidates, and
has the authority to approve the fees and retention terms of such search
firm. |
● |
The Corporate
Governance and Nominating Committee will apply these same principles when
evaluating Board candidates who may be elected initially by the full Board
to fill vacancies or to add additional directors prior to the annual
meeting of stockholders at which directors are elected. |
● |
After completing its
review and evaluation of director candidates, the Corporate Governance and
Nominating Committee selects, or recommends to the full Board for
selection, the director nominees. |
The Corporate Governance and
Nominating Committee does not have a formal written policy with regard to the
consideration of diversity in identifying director nominees. However, as
discussed above, diversity is one of the numerous criteria the Corporate
Governance and Nominating Committee reviews before recommending a candidate.
Attendance
at Annual Stockholders Meetings by Directors
Autodesk does not have a
formal policy regarding attendance by members of the Board at the Annual Meeting
of Stockholders. Directors are encouraged, but not required, to attend. All of
our directors then serving attended the 2014 Annual Meeting of Stockholders.
Contacting
the Board
Communications from
stockholders to the non-employee directors should be addressed to the
non-executive Chairman as follows: Autodesk, Inc., c/o General Counsel, 111
McInnis Parkway, San Rafael, California 94903, Attention: Non-Executive
Chairman.
2015 Proxy Statement
38
Table of Contents
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Throughout this proxy
statement, the individuals included in the Summary Compensation Table on page 56
are referred to as our named executive officers or NEOs. For fiscal 2015,
our NEOs were:
● |
Carl Bass,
Chief Executive Officer and President; |
● |
R. Scott
Herren, Senior Vice President and Chief Financial Officer; |
● |
Jan Becker,
Senior Vice President, Human Resources and Corporate Real Estate;
|
● |
Steven M.
Blum, Senior Vice President, Worldwide Sales and Services; and
|
● |
Pascal W.
Di Fronzo, Senior Vice President, General Counsel and
Secretary. |
Mark Hawkins, our former Chief
Financial Officer who resigned from the Company effective July 31, 2014, also is
a NEO. Following Mr. Hawkins resignation, Mr. Bass assumed the position of
interim Chief Financial Officer until Mr. Herren joined the Company as Chief
Financial Officer on November 1, 2014.
The information in this
discussion provides perspective and narrative analysis relating to, and should
be read along with, the executive compensation tables beginning on page
56.
Executive Summary
Fiscal
2015 Business Summary
The software industry is
undergoing a transition from the personal computer to cloud, social, and mobile
computing. In fiscal 2015 our executive officers continued to successfully
implement the strategic transition of our business model announced the year
prior. Autodesk accelerated its move to the cloud and expanded its flexible
product license offerings. Autodesk introduced Desktop Subscription (formerly
known as rental) for a broader range of our product portfolio, expanded our new
token-based (consumption-based) licensing program to more enterprise customers,
and continued to expand our industry leading cloud based offerings. These
offerings are designed to give our customers even more value and flexibility to
use our products, and also to attract new types of customers, such as
project-based users and small businesses that have more variable needs. Further,
to support our transition, Autodesk announced that it is discontinuing licensing
upgrades after fiscal 2015 and, on February 4, 2015, Autodesk also announced
that new commercial seats of most standalone software products will be available
only by desktop subscription beginning February 1, 2016. Collectively, these
measures helped increase many of our performance metrics including billings,
deferred revenue, and subscriptions, which will result in more predictable and
ratable revenue over time.
By design, implementing the
business model transition resulted in an increase in deferred revenue that
otherwise would have been recognized in fiscal 2015; this had a negative impact
on both operating margin and earnings per share in fiscal 2015. Despite these
impacts and the ongoing work of transitioning our business model, Autodesk
delivered solid financial results relative to initial targets. The following
summarizes the relevant performance factors considered by the Compensation and
Human Resources Committee (the Committee) in reaching its decisions regarding
pay for the NEOs for fiscal 2015.
● |
The stock
price was $54.01 per share on January 31, 2015, compared to $51.25 per
share on January 31, 2014. Our Total Stockholder Return (TSR) for the
year was 5%, and our 5-year compounded annual stock price growth was 17.8%. |
● |
Billings
increased 18.1% in fiscal 2015, compared to the prior year. |
● |
Subscriptions were 2.23 million at the end of fiscal 2015, an
increase of 21%, compared to 1.8 million at the end of fiscal 2014.
|
● |
Total
deferred revenue was a record $1.16 billion at the end of the fiscal 2015,
an increase of 28%, compared to $900.6 million at the end of fiscal 2014.
|
● |
Revenue was
$2.5 billion, an increase of 10%, compared to $2.3 billion in fiscal 2014.
|
● |
Cash flow
from operating activities was $708.1 million, an increase of 26%, compared
to $563.5 million in fiscal 2014. |
● |
GAAP
operating margin was 5%, compared to 13% fiscal 2014. |
● |
Non-GAAP
operating margin was 15%, compared to 22% in fiscal 2014.*
|
2015 Proxy Statement
39
Table of Contents
● |
GAAP diluted earnings
per share was $0.35, compared to $1.00 in fiscal 2014. |
● |
Non-GAAP diluted
earnings per share was $1.17, compared to $1.68 in fiscal
2014.* |
* A reconciliation of GAAP to
non-GAAP financial measures and other related information is available on pages
50 and 51 of Autodesks Annual Report on Form 10-K for the fiscal year ended
January 31, 2015.
Say-on-Pay
Results and Stockholder Outreach
Autodesk and the Committee
value the input of our stockholders. In 2014, 88% of the votes cast on our
Say-on-Pay proposal were favorable, which was a 23 percentage point increase
over the prior year. In fiscal 2015, Autodesk reached out to stockholders,
representing over 60% of the outstanding Common Stock. Based on these
discussions, the Committee believes the increased support was due primarily to
the collective changes it made to Autodesks executive compensation program over
the past few years, and the increased alignment between our CEO pay and Autodesk
performance. The Committee generally found that our stockholders were supportive
of the design changes that we have made and provided us helpful input regarding
various aspects of our compensation design and disclosure. The Committee
carefully considered this feedback as part of its ongoing review of our
executive compensation program.
Executive
Compensation Policies and Practices
Autodesks executive
compensation program is designed to attract, motivate, and retain talented
executives and to provide a sensible framework that is tied to Company
performance and long-term strategic goals as well as individual performance. The
general compensation objectives are to:
● |
Motivate executive
officers to achieve business and financial goals; |
● |
Balance rewards for
short- and long-term performance; |
● |
Align rewards with
stockholder value creation; and |
● |
Recruit and retain
the highest caliber of executives through competitive rewards.
|
Autodesks executive
compensation objectives are supported by policies and strong governance
practices that align executives interests with the interests of our
stockholders. Over the last few years, the Committee has made a number of
changes to enhance our compensation program. Some of the programs strongest
features are summarized below.
● |
Emphasis on variable,
at risk compensation: On
average, 86% of the NEOs and 90% of the CEOs fiscal 2015 total
compensation was variable, at risk, and aligned with Company
performance. A significant component of our variable compensation was
delivered in equity. In fiscal 2015, 60% of the equity grants for our CEO
and 50% of the equity grants for our NEOs was performance based. These
grants will vest based on the achievement of financial objectives and our
TSR relative to the S&P Computer Software Select Index (Relative
TSR) over one-, two-, and three-year performance periods.
|
● |
Long-term performance
orientation: On average,
71% of the NEOs and 77% of the CEOs fiscal 2015 total compensation was
dependent on Autodesks long-term performance. |
● |
Performance metrics
that drive the business model transition: In fiscal 2015, we incorporated billings and
subscriptions (or, in the case of the CEO, billings, subscriptions and
deferred revenue) into the executive officer cash incentives, and
billings, subscriptions and Relative TSR into executive officer
Performance stock units (PSUs). The new metrics were specifically
design to reflect drivers of success in our business model
transition. |
● |
Representative peer
group: On an annual basis,
we use a peer group that reflects comparable size-relevant companies in
industries where we compete for talent. |
● |
Clawback policy:
Our clawback policy allows
the Board to recover cash incentive-based compensation if an executive
officer has engaged in fraudulent or intentional misconduct and the
misconduct caused the material restatement of our financial statements.
|
● |
Significant stock
ownership requirements:
Executives are subject to mandatory stock ownership guidelines that are
monitored on an annual basis. |
● |
Double-trigger change
in control arrangements with no excise tax gross-up: Our change in control program for executive
officers provides payments and benefits only in the event of a qualifying
termination of employment following a change in control. Executive
officers are not provided with any tax reimbursements or gross-ups under
this program. |
● |
Hedging
prohibition: Company policy
prohibits employees and directors from engaging in hedging transactions
involving Autodesk stock. |
2015 Proxy Statement
40
Table of Contents
● |
Effective risk
management: We employ a
strong risk management program with specific responsibilities assigned to
management, the Board, and the Boards committees. Each year, the
Committee evaluates Autodesks compensation-related risk profile and has
concluded that our fiscal 2015 compensation policies and practices did not
create risks that were reasonably likely to have a material adverse effect
on Autodesk. |
● |
Option re-pricing
prohibition: Autodesk is
prohibited from re-pricing any outstanding options to purchase shares of
Common Stock without express stockholder approval.
|
● |
No executive benefits
and limited perquisites:
Generally, executive officers are not provided material benefits or
special considerations that are not provided to other employees. However,
the Committee can offer executive officers benefits or other perquisites
when they are either competitively prudent or in Autodesks best interest.
|
● |
Independent
compensation committee and consultant: During fiscal 2015, the Committee engaged
Exequity LLP to assist with analysis and review of Autodesks NEO
compensation. Exequity also advised the Committee on compensation
philosophy, program design, metrics, compensation trends, peer data, and
disclosure. |
Alignment
of Executive Compensation and Corporate Performance
Each March, the Committee
makes compensation decisions for the NEOs based on Autodesks performance and
each executives individual performance for the just-completed fiscal year.
Specifically, as described in more detail below, the Committee sets base
salaries for the fiscal year in progress and compares performance targets
established in prior years with actual performance to fix the appropriate annual
bonus awards and vesting of PSUs. To evaluate the alignment of pay and
performance, it is necessary to compare the compensation decisions made in one
year with the performance of the prior fiscal year, as illustrated by the
following table:
Fiscal Year |
Performance Period |
Timing of Related Committee Decisions |
Fiscal 2015 |
February 1, 2014, to January
31, 2015 |
March 2015 |
Fiscal 2014 |
February 1, 2013, to January 31, 2014 |
March 2014 |
Because of this
decision-making cycle, the Summary Compensation Table does not truly represent
our pay-for-performance linkage. For example, in March 2015, the Committee made
decisions about long-term incentive compensation awards for the CEO based on
both Autodesks and his individual performance during the period from February
1, 2014, through January 31, 2015 (fiscal 2015). Since these decisions were made
during fiscal 2016, the amounts awarded will begin to appear in next years
Summary Compensation Table; in accordance with Securities and Exchange
Commission disclosure rules, they do not appear in the fiscal 2015 Summary
Compensation Table in this Proxy Statement; they will begin to appear in next
years Summary Compensation Table.
To illustrate the correlation
between the Committees pay decisions and Autodesk performance, the chart and
table below display the multi-year relationship between the CEOs total
compensation, the Companys TSR, and the percentage of achievement against
annual incentive compensation targets.
2015 Proxy Statement
41
Table of Contents
(1) |
TSR shown
in boxes is calculated by comparing year-over-year changes in the closing
price of Autodesks Common Stock at each fiscal year-end. The green line
reflects Autodesks total shareholder return, measured from the beginning
of Fiscal 2011 through the end of each fiscal year in the
chart. |
(2) |
Percentage
of achievement against annual incentive compensation targets is based on
billings, subscriptions and deferred revenue for fiscal 2015, revenue,
non-GAAP operating margin and earnings per share for fiscal 2014, and
revenue and non-GAAP operating margin for prior fiscal
years. |
CEO total compensation
comprises the following elements for the respective periods:
(in thousands) |
Fiscal 2011 |
Fiscal 2012 |
Fiscal 2013 |
Fiscal 2014 |
Fiscal 2015 |
Salary |
$921 |
$945 |
$991 |
$1,028 |
$1,060 |
Bonus and Non-Equity Incentive Compensation |
$1,429 |
$1,301 |
$1,142 |
$400 |
$1,448 |
Options (3) |
$4,387 |
|
|
|
|
RSUs
(4) |
$8,762 |
$3,013 |
$3,447 |
$2,987 |
$3,248 |
PSUs
(5) |
|
$7,030 |
$5,432 |
$4,559 |
$5,150 |
Other |
$6 |
$4 |
$4 |
$3 |
$6 |
CEO
Total Compensation |
$15,505 |
$12,293 |
$11,016 |
$8,977 |
$10,912 |
2015 Proxy Statement
42
Table of Contents
(3) |
Option amounts are
attributed to the fiscal year prior to the fiscal year in which the awards
are approved. For example, the fiscal 2011 option amount of $4.387 million
reported in this table represents options granted in fiscal 2012 because
that option award was based on fiscal 2011 performance. Option amounts
reported represent the grant date fair value, calculated using the
Black-Scholes- Merton option pricing model. |
(4) |
Restricted stock unit
(RSU) amounts are attributed to the fiscal year prior to the fiscal year
in which the awards are approved. For example, the fiscal 2015 RSU amount
of $3.248 million reported in this table represents 54,000 RSUs granted in
fiscal 2016 because that RSU grant was based on fiscal 2015 performance.
RSU amounts reported represent the grant date fair value using the stock
price on the date of grant. |
(5) |
PSU amounts are
attributed to the fiscal year prior to the fiscal year in which the awards
were approved. For example, the fiscal 2015 PSU amount of $5.150 million
reported in this table represents the value of 81,000 target PSUs approved
in fiscal 2016 relating to specific billings, subscription and Relative
TSR objectives, with an assumed value per share of $63.58 based on the
Monte Carlo simulation valuation model. |
Fiscal 2015 Executive Compensation Decisions
Below is a description of the
compensation decisions made for the NEOs based on results for the just-completed
fiscal year.
Base Salary |
|
March
2014: The base salaries for
all the NEOs were increased by approximately 3% to 4%. The Committee made
these increases to recognize the performance of the NEOs, to remain
competitive, and to maintain the desired balance in their compensation mix
between cash and equity. |
|
|
|
Annual Cash Incentive Awards |
|
March
2015: Consistent with
strong fiscal 2015 financial results relative to initial expectations, the
Committee determined that, based on the overachievement of billings and
subscriptions (or, in the case of the CEO, billings, subscriptions and
deferred revenue) objectives, the annual cash incentive awards for our
NEOs were paid out at 108.4% of their target opportunity and our CEO was
paid out at 108.7% of his target award opportunity (for more discussion of
cash awards, see Annual Short Term Incentive Compensation below).
|
|
|
|
Equity Awards |
|
In determining the size
of equity awards, the Committee considered the Companys performance;
market data for each executive; the individual skills, experience, and
performance of each executive; and the optimal mix of cash and equity
compensation to ensure that equity awards would motivate the creation of
long-term value while satisfying the Committees retention objectives.
March
2014: The Committee
approved equity awards for NEOs in the form of PSUs and RSUs. Our CEO
received 60% of his shares in PSUs and 40% in RSUs; the other NEOs
received 50% of their shares in PSUs and 50% in RSUs. The vesting of the
PSUs is contingent upon progress toward predetermined performance targets
and Autodesks TSR relative to an index of software companies over one-,
two-, and three-year performance periods. For fiscal 2015, the performance
measures were billings and subscriptions.
|
Compensation Guiding Principles
The Committee believes that
Autodesks executive compensation program should be designed to attract,
motivate, and retain talented executives and should provide a sensible framework
that is tied to stockholder returns, Company performance, long-term strategic
corporate goals, and individual performance. The general compensation objectives
are to:
● |
Motivate executive
officers to achieve business and financial goals; |
● |
Balance rewards for
short- and long-term performance; |
● |
Align rewards with
stockholder value creation; and |
● |
Recruit and retain
the highest caliber of executives through competitive rewards.
|
2015 Proxy Statement
43
Table of Contents
Within this framework, the
total compensation for each executive officer varies based on multiple
dimensions:
● |
Autodesk TSR relative
to the S&P Computer Software Select Index; |
● |
Whether Autodesk
achieves its short-term and long-term financial and non-financial
objectives, including execution on its business model transition;
|
● |
The specific role and
responsibility of the officer; |
● |
Each individual
officers skills, competency, contributions and performance; and
|
● |
Internal pay parity
considerations. |
Our compensation program
emphasizes variable compensation with both annual and long-term performance
components. In fiscal 2015, 90% of the CEOs and 86% of the NEOs total
compensation was variable in nature and at risk. Our cash incentives reward
strong annual financial and operational performance, while our equity program
rewards strong annual financial and operational performance as well as TSR
relative to other software companies over one-, two, and three-year performance
periods.
The two charts below
demonstrate the pay mix between base salary, earned short-term incentives, and
targeted long-term equity compensation for the CEO and the other
NEOs.
The
Compensation-Setting Process
The Committee reviews and
approves all components of each executive officers compensation.
CEO Pay
Decisions
Throughout the year the
Committee and the other independent members of the Board, including the
Chairman, observe the performance of, and provide feedback to the CEO at
regularly scheduled meetings and through informal discussions. Annually, the
Committee meets and discusses with the other independent members of the Board
the performance of the CEO during the year in light of corporate goals and
objectives. The Committee takes this assessment into account, along with
competitive compensation data and internal pay parity considerations, when
recommending the CEOs base salary, target annual incentive awards, and equity
awards. The Committee formulates a recommendation on CEO compensation in
consultation with its independent consultant, consults with the other
independent directors, and then approves the CEO compensation.
Executive
Officer Pay Decisions
The CEO makes recommendations
to the Committee regarding the base salary, annual cash incentive awards, and
equity awards for each executive officer other than himself. These
recommendations are based on the CEOs assessment of each executive officers
performance during the year, competitive compensation data, and internal pay
parity considerations. The CEO reports on the performance of the executive
officers and their business units during the year in light of corporate goals
and objectives. The CEO bases his evaluation on his knowledge of each executive
officers performance and from others with knowledge of their performance,
including feedback provided by the executive officers and their direct reports.
The Human Resources Group assists the CEO in developing each executive officers
performance review and providing market compensation data for each role. In
executing the responsibilities set forth in its charter, the Committee relies on
a number of resources to provide input to the decision-making process.
Independent
consultant. The Committee
retained Exequity LLP as its compensation adviser for fiscal 2015. Exequity
provided advice and recommendations on many issues: total compensation
philosophy; program design, including program
2015 Proxy Statement
44
Table of Contents
goals, components, and
metrics; compensation trends in the high technology sector and general market
for senior executives; and the compensation of the CEO and the other executive
officers. The Committee has considered the independence of Exequity in light of
NASDAQ's listing standards for compensation committee independence and the rules
of the Securities and Exchange Commission. The Committee requested and received
a written confirmation from Exequity addressing the independence of the firm and
its senior advisers working with the Committee. The Committee discussed these
considerations and concluded that the work performed by Exequity did not raise
any conflict of interest.
Management. The Committee
also consults with management and Autodesks Human Resources Group regarding
executive and non-executive employee compensation plans, including
administration of Autodesks equity incentive plans.
Competitive Compensation Positioning
To ensure our executive
compensation practices are competitive and consistent with the Committees
guiding principles, Exequity and management provide the Committee with
compensation data for each executive role. This data is drawn from a group of
companies in relevant industries that compete with Autodesk for executive talent
(the compensation peer group). The Committee uses this data, as well as
information about broader technology industry compensation practices, when
deliberating on the compensation of the executive officers.
The compensation peer group is
selected based upon multiple criteria, including industry positioning,
competition for talent, company size, financial results and geographic
footprint. The Committee reviews the compensation peer group each year to ensure
that the comparisons remain meaningful and relevant.
For fiscal 2015 compensation,
the compensation peer group included the following companies:
Company |
Reported Fiscal Year |
Revenue ($'s in Billions) |
Net Income Or Loss ($'s in Billions) |
Market Capitalization as of 1/31/2015 ($'s in
billions) |
Adobe Systems, Inc. |
28-Nov-14 |
4.15 |
0.27 |
34.89 |
Akamai Technologies, Inc. |
31-Dec-14 |
1.96 |
0.33 |
10.37 |
CA, Inc. |
31-Mar-14 |
4.52 |
0.91 |
13.28 |
Citrix Systems, Inc. |
31-Dec-14 |
3.14 |
0.25 |
9.53 |
Electronic Arts, Inc. |
31-Mar-14 |
3.58 |
0.01 |
17.01 |
Intuit Inc. |
31-Jul-14 |
4.51 |
0.91 |
24.39 |
Juniper Networks, Inc. |
31-Dec-14 |
4.63 |
-0.33 |
9.46 |
MICROS Systems, Inc. |
30-Jun-14 |
1.41 |
0.18 |
N/A* |
National
Instruments Corporation |
31-Dec-14 |
1.24 |
0.13 |
3.85 |
Nuance Communications, Inc. |
30-Sep-14 |
1.92 |
-0.15 |
4.47 |
PTC Inc. |
30-Sep-14 |
1.36 |
0.16 |
3.84 |
Red
Hat, Inc. |
28-Feb-15 |
1.79 |
0.18 |
11.7 |
salesforce.com, inc. |
31-Jan-15 |
5.37 |
-0.26 |
36.73 |
Synopsys, Inc. |
31-Oct-14 |
2.06 |
0.26 |
6.60 |
Autodesk,
Inc. |
31-Jan-15 |
2.51 |
0.08 |
12.26 |
Autodesk Percentile Ranking |
|
50% |
29% |
62% |
Maximum |
|
5.37 |
0.91 |
36.73 |
Minimum |
|
1.24 |
-0.33 |
3.84 |
* MICROS was acquired in
September 2014
2015 Proxy Statement
45
Table of Contents
In September 2014, the
Committee reviewed the compensation peer group that would be used for fiscal
2016 compensation decision making. The Committee determined that the current
compensation peer group was still appropriate and did not make any changes. Due
to the acquisition of MICROS Systems, Inc. by Oracle Corporation, the pay
disclosures for MICROS will no longer be publicly available, and MICROS will be
removed from the peer group for purposes of future pay studies.
When determining the base
salary, incentive targets, equity grants and target total direct compensation
opportunity for each of our NEOs, the Committee references the median data from
our compensation peer group for each component and in the aggregate. In
practice, actual compensation awards may be above or below the median levels,
depending on Autodesks financial and operational performance and each executive
officers experience, skills and performance. The Committee believes that
referencing the total compensation packages of the companies in the compensation
peer group keeps Autodesks compensation competitive and within market norms,
while also providing flexibility for variances in compensation where
appropriate, based on each executive officers leadership, contributions and
particular skills or expertise.
Principal Elements of the
Executive Compensation Program
The principal elements of
Autodesks executive compensation program are described below.
Source |
|
Purpose |
|
Features |
|
|
Performance-based pay |
|
|
Short-term incentive opportunities |
|
Motivate achievement of
specific growth and profitability objectives and maintain a high level of
team and individual performance |
|
Variable compensation:
payments based upon achievement of objectives relating to annual billings,
subscriptions (and, for the CEO deferred revenue) |
|
|
|
|
|
Performance Stock Unit awards (PSUs) |
|
Align compensation with
key drivers of the business and stockholder returns
Encourage focus on
near-term and long-term strategic objectives |
|
Initial target award
determined by competitive market practices, corporate and individual
performance in prior fiscal year, and internal parity considerations
Vesting over three years
after achieving billings and subscriptions performance levels, adjusted
based upon Autodesk TSR relative to the S&P Computer Software Select
Index over one-, two- and three year performance periods
|
|
|
|
|
|
Restricted stock unit awards (RSUs) |
|
Encourage focus on
long-term stockholder value creation
Further align the
interests of executive officers and stockholders |
|
Award amount determined
by competitive market practices, corporate and individual performance in
fiscal year, and internal parity considerations |
|
|
|
|
|
|
|
Fixed Compensation
|
|
|
Base salary
|
|
Forms basis for
competitive compensation package and rewards individual performance and
experience |
|
Base salary level
reflects competitive market conditions, individual performance, and
internal parity considerations |
|
|
|
|
|
2015 Proxy Statement
46
Table of Contents
Base Salary
Base salary is used to provide
the executive officers with a fixed amount of annual cash compensation. The
Committee views base salary as a reliable source of income for the executive
officers and an important recruiting and retention tool. The Committee sets base
salaries at a competitive level that recognizes the scope, responsibility, and
skills required of each position, as well as market conditions and internal pay
equity.
In March 2014, the Committee
considered an analysis of the base salary for each role, the CEOs assessment of
each executive officers experience, skills and performance level, and
Autodesks performance. For the CEO, the Committee consulted the full Board to
conduct a similar assessment of his experience, skills and performance. Based on
those factors, the executive officers base salaries were increased by
approximately 3% to 4% for fiscal 2015.
Annual Short-Term Incentive
Compensation
At the beginning of each
fiscal year, the Committee establishes target award opportunities, payout
metrics and performance targets for the annual cash incentive plans. These plans
are intended to motivate and reward participants for achieving company-wide
annual financial and non-financial objectives as well as individual
objectives.
Target Award Opportunities
The Committee sets the target
annual cash incentive award opportunity for each eligible executive officer
based on competitive assessments, the executives particular role, and internal
parity considerations. Based on the Committees review of these factors, the
Committee set the fiscal 2015 cash incentive target for each of the NEOs at the
same percentage as it was in fiscal 2014. These target opportunities are
expressed as a percentage of the executive officers annualized base salary, and
range from 50% for Mr. Blum (who also is eligible for commission payments) to
125% for Mr. Bass. An executive officer may receive an actual award that is
greater or less than the target award opportunity, depending upon Autodesks
performance.
Executive Incentive Plan
In fiscal 2015, bonus awards
for each of our NEOs were funded under the Autodesk, Inc. Executive Incentive
Plan (Fiscal 2015 EIP). Cash bonuses under this plan are generally intended to
qualify as tax deductible performance-based compensation to the extent allowed
under Section 162(m) of the Internal Revenue Code. At the beginning of the
fiscal year, the Committee established funding performance thresholds, which, if
achieved, would establish maximum Fiscal 2015 EIP funding at 190% of target. For
fiscal 2015, the Committee selected revenue, cash flow from operating
activities, and absolute TSR as the funding performance metrics. Autodesks
fiscal 2015 revenue of $2.5 billion, cash flow from operating activities of $708
million, and TSR of 9.9% (based on a 31-day average stock price at the beginning
and at the end of fiscal 2015) exceeded the funding thresholds, resulting in the
maximum bonus award funding for each executive. The Committee then exercised its
negative discretion to reduce the actual bonus awards for each of the
participants based on pre-established performance measures (as described
below).
Company Performance Measures
and Performance
At the beginning of fiscal
2015, the Committee approved Fiscal 2015 EIP performance measures to align our
NEOs bonus opportunities with the Companys strategic priorities of increasing
subscriptions, billings and deferred revenue. In its exercise of negative
discretion, the Committee considered the performance attainment versus specific
targets to determine payouts. For the CEO, the Committee assessed the financial
and operational performance of the Company based 56% on billings, 24% on
subscriptions, and 20% on deferred revenue against targets set at the beginning
of the fiscal year; award could be from 0% to 150% of target, depending on
achieved performance level. This yielded a bonus payout of 108.7% of target, as
shown below:
|
Weighting |
Actual |
Target |
Payout Multiplier |
Billings |
56% |
18.1% growth |
8.6%
growth |
108.7% |
Subscriptions |
24% |
2.23
million |
2.08
million |
107.5% |
Deferred Revenue |
20% |
$1.16 billion |
$1.05 billion |
110.1% |
Total |
100% |
|
|
108.7% |
2015 Proxy Statement
47
Table of Contents
For the other NEOs, the
Committee assessed the performance of the Company based 70% on billings and 30%
on subscriptions against targets set at the beginning of the fiscal year; award
could be from 0% to 150% of target award, depending on achieved performance
level. This yielded a bonus payout of 108.4% of target, as shown below:
|
Weighting |
Actual |
Target |
Payout Multiplier |
Billings |
70% |
18.1% growth |
8.6%
growth |
108.7% |
Subscriptions |
30% |
2.23
million |
2.08
million |
107.5% |
Total |
100% |
|
|
108.4% |
Based on the foregoing, in
March 2015 the Committee approved short-term incentive awards for the NEOs as
follows:
|
|
Short-Term |
|
|
|
|
Incentive Target |
|
Short-Term Incentive |
|
Short-Term |
as a Percentage of |
Short-Term |
Payout as a |
|
Incentive Target |
Base Salary |
Incentive Payout |
Percentage of Target |
Carl
Bass |
$1,332,500 |
125% |
$1,448,428 |
108.7% |
R.
Scott Herren (1) |
$107,753 |
75% |
$116,805 |
108.4% |
Jan
Becker |
$318,750 |
75% |
$345,525 |
108.4% |
Steve M. Blum (2) |
$230,000 |
50% |
$249,320 |
108.4% |
Pascal W. Di Fronzo |
$345,000 |
75% |
$373,980 |
108.4% |
(1) |
|
Prorated for a
partial year. |
(2) |
|
The amounts disclosed
for Mr. Blum do not include commissions for fiscal 2015 paid under his
Sales Compensation Plan. See the discussion below for details on his sales
commission-based awards and total short-term cash
incentive. |
Sales Compensation Plan for Mr.
Blum
In addition to receiving the
short-term incentive award described above, Mr. Blum was eligible to receive
sales commissions. For fiscal 2015, Mr. Blums sales commission target was set
at 50% of his base salary and was tied directly to his performance against
pre-established gross billings targets. Given uncertainty relating to the early
stages of Autodesks business model transition and the market environment that
Autodesk was expected to face in fiscal 2015, at the time the Committee adopted
the target levels for this objective, the Committee believed that the target
levels for this objective could reasonably be achieved through diligent efforts.
For fiscal 2015, Autodesks
actual gross billings were well above the target level set for Mr. Blum. While
the Committee deemed actual gross billings attainment versus target as
exceptional, the Committee determined that the sales commission formula would
generate a commission payout that would exceed the desired maximum total annual
incentive opportunity. In order to ensure a total annual incentive value that
fairly rewarded Mr. Blum for the exceptional results in fiscal 2015, the
Committee exercised its discretion to reduce the sales commission payout to
$575,000. This represented 250.0% of Mr. Blums target level and 45% of his
overall cash compensation for the fiscal year.
2015 Proxy Statement
48
Table of Contents
The total sales commissions
and short-term incentives paid to Mr. Blum for fiscal 2015 were as follows:
|
|
|
|
|
|
|
Short-Term |
|
Short-Term |
|
|
Incentive Target as a |
|
Incentive Payout as |
|
Short-Term |
Percentage of Base |
Short-Term |
a Percentage of |
|
Incentive Target |
Salary |
Incentive Payout |
Target |
|
|
|
|
|
Sales Commission |
$230,000 |
50% |
$575,000 |
250.0% |
|
|
|
|
|
Short-Term Incentive |
$230,000 |
50% |
$249,320 |
108.4% |
|
|
|
|
|
Total |
$460,000 |
100% |
$824,320 |
|
Long-Term Incentive
Compensation
Autodesk uses long-term
incentive compensation in the form of equity awards to align executives pay
opportunities with stockholder value creation, and to motivate and reward
executive officers for effectively executing longer-term strategic and
operational objectives.
March 2014 Equity Awards
During fiscal 2015, the
Committee approved equity awards in the form of PSUs and RSUs for the NEOs. The
Committee elected to use a mix of PSUs and RSUs to complement the performance
aspects of PSUs with the long-term retention component of RSUs. In fiscal 2015,
our CEO received 60% of his awards in PSUs and 40% in RSUs, while the other NEOs
received 50% of their awards in PSUs and 50% in RSUs.
In arriving at the total
number of PSUs and RSUs to award to an executive officer, the Committee
considered Autodesks performance in fiscal 2014; competitive market data for
the executives position; the historical grants to, and outstanding equity held
by, the executive; and the individual performance of the executive. In
particular, the Committee noted the successful commencement of Autodesks
business model transition and the 32% growth in Autodesks stock price during
fiscal 2014.
As a result of this analysis,
the following equity awards were approved for NEOs in March 2014:
|
|
|
|
Target Number of Shares Subject
to |
Number of Shares Subject to RSU |
|
PSU Award (#) |
Award (#) |
|
|
|
Carl
Bass |
90,000 |
60,000 |
Jan
Becker |
15,000 |
15,000 |
Steve M. Blum |
15,000 |
15,000 |
Pascal W. Di Fronzo |
15,000 |
15,000 |
PSU Awards
The current PSU design was
adopted following extensive stockholder outreach and incorporates a number of
features stockholders identified as being most important, namely, multiple
performance metrics, TSR relative to peers, and a multi-year measurement period.
2015 Proxy Statement
49
Table of Contents
The PSU awards provide for a
minimum, target and maximum number of shares to be earned based upon progress
toward predetermined performance criteria. For fiscal 2015 awards, PSU vesting
will be contingent upon achievement of performance goals adopted by the
Committee (Performance Results) and Autodesks TSR compared against the
S&P Computer Software Select Index (Relative TSR) over one-, two- and
three-year performance periods. In fiscal 2015, we measured Performance Results
based on annual billings and subscriptions. The use of billings and
subscriptions goals motivates management to drive Autodesks ongoing business
model transition and this, combined with Relative TSR, aligns these awards with
the long-term interests of our stockholders.
The PSUs are split into three
traunches:
● |
Up to one third of the
PSUs may vest following year one, depending upon the achievement of
Performance Results for year one as well as 1-year Relative TSR (covering
year one). |
● |
Up to one third of the PSUs may vest
following year two, depending upon the achievement of Performance Results
for year two as well as 2-year Relative TSR (covering years one and two).
|
● |
Up to one third of the
PSUs may vest following year three, depending upon the achievement of
Performance Results for year three as well as 3-year Relative TSR
(covering years one, two and three). |
Performance Results for the
relevant performance period could result in PSU attainment of 0% to 150% of
target. Once the Performance Results percentage is established, it is multiplied
by a percentage ranging from 80% to 120%, depending on Autodesks Relative TSR
for the period. The combined impact of these performance criteria is that PSUs
could be earned from 0% to 180% of target. The chart below illustrates the
attainment mechanics for the PSUs approved in fiscal 2015.
An executive who has received
PSU grants in three successive years will have a portion of the total PSU shares
vesting in that third year be based on the combination of 3-year, 2-year and
1-year relative TSR (see Vesting of PSUs below for an illustration of this
cumulative effect of multiple PSU grants)
2015 Proxy Statement
50
Table of Contents
RSU Awards
The time-based RSU awards
granted to the NEOs in fiscal 2015 vest in three equal annual installments from
the date of grant. RSUs help us retain executives in a competitive environment
and provide further incentive to focus on longer-term stockholder value
creation.
Vesting of PSUs
In March 2015, the Committee
reviewed and certified the attainment levels for performance measures for the
first traunch of PSUs awarded in March 2014 and for the second traunch of PSUs
awarded in March 2013. For both awards, the Committee measured fiscal 2015
billings and subscriptions performance, as follows:
|
|
|
|
Payout |
|
Weighting |
Actual |
Target |
Multiplier |
Billings |
70% |
18.1% growth |
8.6%
growth |
108.7% |
Subscriptions |
30% |
2.23
million |
2.08
million |
107.5% |
Total |
100% |
|
|
108.4% |
Autodesk TSR relative to the
S&P Computer Software Select Index:
● |
For the March 2013 awards, the
Committee measured Relative TSR for fiscal 2014 through fiscal 2015. |
● |
For the March 2014 awards, the
Committee measured Relative TSR for fiscal 2015. |
|
Autodesk TSR (based on a 31- |
|
|
|
day average stock price at
the |
Percentile Rank vs.
S&P |
|
|
beginning of the period and
the |
Computer Software Select |
|
Award |
end of fiscal 2015) |
Index |
Multiplier |
|
|
|
|
March 2013 Award |
48.48% |
57th |
105% |
(Fiscal 2014 Fiscal
2015 |
|
|
|
Performance) |
|
|
|
|
|
|
|
March 2014 Award |
9.85% |
57th |
105% |
(Fiscal 2015 Performance) |
|
|
|
The combination of billings,
subscriptions, and Relative TSR results yielded the following PSU attainments:
March 2013 2nd Traunch Fiscal
2014 Award |
: |
Fiscal 2015 Billings and
Subscriptions Goal Attainment 108.4%
|
X |
Fiscal 2014 - Fiscal 2015 Relative TSR 105% |
= |
Percent of PSU Target Award 113.82% |
|
|
|
|
|
|
March 2014 1st Traunch Fiscal 2015
Award |
: |
X |
Fiscal 2015 Relative TSR 105% |
= |
Percent of PSU Target
Award 113.82% |
2015 Proxy Statement
51
Table of Contents
Based on this performance, the
PSU awards were earned as follows:
|
March 2013 Award |
March 2014 Award |
|
2nd Traunch |
1st Traunch |
|
|
|
|
Target Number of |
Actual Number of |
Target Number |
Actual Number of |
|
PSUs |
PSUs Earned |
of PSUs |
PSUs
Earned |
Carl
Bass |
78,080 |
88,870 |
30,000 |
34,146 |
Jan
Becker |
4,290 |
4,882 |
5,100 |
5,804 |
Steve M. Blum |
4,125 |
4,695 |
5,100 |
5,804 |
Pascal W. Di Fronzo |
4,290 |
4,882 |
5,100 |
5,804 |
March 2015 Equity
Awards
In March 2015, the Committee
approved a mix of PSUs and RSUs for our NEOs. The fiscal 2016 PSU awards are
structured in the same manner and with the same performance measures as the
fiscal 2015 PSU awards.
In arriving at the total
number of PSUs and RSUs to award to an executive officer, the Committee
considered Autodesks performance in fiscal 2015; competitive market data for
the executives position; the historical grants to, and outstanding equity held
by, the executive; the individual performance of the executive; and internal pay
parity considerations. In particular, the Committee noted the progress of
Autodesks business model transition, an 18.1% increase in billings, a 21.1%
increase in subscriptions, and the 5.4% TSR. Our CEO received 60% of his award
in PSUs and 40% in RSUs, while the other NEOs received 50% of their awards in
PSUs and 50% in RSUs.
The following equity awards
were approved for the NEOs in March 2015:
|
|
|
|
Target Number of Shares Subject to |
Number of Shares Subject to RSU |
|
PSU Award (#) |
Award (#) |
|
|
|
Carl
Bass |
81,000 |
54,000 |
R.
Scott Herren(1) |
36,000 |
N /
A |
Jan
Becker |
13,500 |
13,500 |
Steve M. Blum |
18,500 |
18,500 |
Pascal W. Di Fronzo |
13,500 |
13,500 |
(1) Mr. Herren received 36,000
RSUs upon joining the Company in November 2014 and 36,000 PSUs in March 2015 in
accordance with the terms of his offer letter.
Executive Benefits
Welfare and Other Employee
Benefits
Autodesk has established a
tax-qualified Section 401(k) retirement plan for all employees who satisfy
certain eligibility requirements, including requirements relating to age and
length of service. The plan is intended to qualify under Section 401(a) of the
Code so that contributions by employees, and income earned on plan
contributions, generally are not taxable to employees until withdrawn.
Other benefits provided to the
executive officers are the same as those provided to all of Autodesks full-time
employees. These include medical, dental, and vision benefits, health and
dependent care flexible spending accounts, short-term and long-term disability
insurance, accidental death and dismemberment insurance, and basic life
insurance coverage. Autodesk also makes contributions to health savings plans on
behalf of any employee who is a participant in a plan with a high deductible
feature.
2015 Proxy Statement
52
Table of Contents
Perquisites and Other Personal
Benefits
Autodesk does not, as a
general practice, provide material benefits or special considerations to the
executive officers that it does not provide to other employees. However, from
time to time, when deemed appropriate by the Committee, certain executive
officers receive perquisites and other personal benefits that are competitively
prudent or otherwise in Autodesks best interest. In fiscal 2015, we provided
Mr. Herren with certain living expenses due to the distance (at the time we
hired him) between his home and the Companys headquarters. The amount of those
reimbursements was based on actual costs incurred by Mr. Herren, and was
consistent with market practice when hiring senior executives in this situation.
Please see Executive Compensation-Summary Compensation Table and Narrative
Disclosure, on page 56 for the aggregate amount of such perquisites.
Employment Agreement, Offer
Letter and Post-Employment Compensation
Employment Agreement with
the CEO
The terms and conditions of
Mr. Bass employment are set forth in an employment agreement. This agreement
provides general protection for Mr. Bass in the event of termination without
cause or resignation for good reason and has been a valuable tool to retain his
services and defines the respective rights of the Company and Mr. Bass. The
protections afforded to him in the event of a change of control provide Autodesk
with an increased level of confidence that he will remain with Autodesk up to
and for some period of time after a change of control. This continuity in the
event of a change in control may ultimately enhance stockholder value, and
discourages benefits simply for consummating a change in control. Details of the
agreement with Mr. Bass can be found beginning on page 63.
Offer Letter with the
CFO
Mr. Herren was appointed
Senior Vice President and Chief Financial Officer effective November 1, 2014.
The terms and conditions of his employment are set forth in a written offer
letter. Based on a recommendation from management and in consultation with
Exequity, the following offer was reviewed and approved by the Committee:
● |
Annual base salary of
$570,000. |
● |
Eligibility to participate in the Autodesk
Executive Incentive Plan, with his target set at 75% of his base salary.
|
● |
Signing bonus of $150,000. The bonus is
subject to repayment if Mr. Herren resigns at any time within one year
following the commencement of his employment. |
● |
36,000 RSUs and 36,000
PSUs. The PSUs were granted in March 2015, when performance objectives
were established for fiscal 2016. |
● |
Relocation assistance,
including commuting benefits for 18 months, a relocation allowance, and
home sale and purchase assistance. |
The Committee believes that
Mr. Herrens compensation package was necessary to recruit him because it offset
compensation he forfeited upon leaving his prior employer.
Change in Control Program
To ensure the continued
service of key executive officers in the event of a potential change-in-control
of Autodesk, the Board has adopted the Autodesk, Inc. Executive Change in
Control Program. Each of the NEOs, among other employees, is a participant in
the program. The payments and benefits available under this program are designed
to encourage the continued services of the NEOs in the event of a potential
change-in-control of Autodesk and to allow for a smooth leadership transition
thereafter. Further, these arrangements are intended to provide incentives to
the NEOs to execute the wishes of the Board, even if the Board takes an action
that may result in the elimination of a NEOs position.
The Executive Change in
Control Program provides continuity in the event of a change-in-control
transaction, which is designed to further enhance stockholder value. Payment and
benefits under the Executive Change in Control Program are provided only in the
event of a qualifying termination of employment following a change-in-control
(double trigger). Autodesk does not offer tax reimbursement or gross-up
payments under the Executive Change in Control Program.
2015 Proxy Statement
53
Table of Contents
The material terms and
conditions of the Executive Change in Control Program, as well as an estimate of
the potential payments and benefits payable in the event of a termination of
employment in connection with a change-in-control of Autodesk, are set forth in
Change-in-Control Arrangements and Employment Agreements below.
Other Compensation Policies
Mandatory Stock Ownership
Guidelines
The Board believes that stock
ownership by the executive officers is important to tie the risks and rewards
inherent in stock ownership to the executive officers; and has adopted mandatory
guidelines for stock ownership by executive officers. During fiscal 2015, these
mandatory ownership guidelines required all executive officers to hold a fixed
number of shares of Autodesks Common Stock at the appropriate executive officer
level. This is intended to create clear guidelines that tie a portion of the
executive officers net worth to the performance of Autodesks stock price. The
current stock ownership guidelines are as follows:
|
|
|
|
|
CEO |
Executive
Vice President |
Senior Vice
President |
|
|
|
|
Minimum Number of Shares to be Owned |
100,000 |
30,000 |
15,000 |
Executive officers have four
years from the later of either (i) December 2013 or (ii) their hire or promotion
to a new, higher-level position, to satisfy the required level of stock
ownership. For purposes of satisfying the required stock ownership level, both
vested and unvested shares of restricted stock and shares of Common Stock
subject to outstanding RSU and PSU awards are counted as owned.
As of the end of fiscal 2015,
each of the NEOs satisfied the mandatory stock ownership guidelines.
Clawback Policy
Executive officer cash
incentive-based compensation may be recovered at the discretion of the Board if
an executive officer has engaged in fraudulent or other intentional misconduct
and the misconduct caused a material restatement of our financial statements.
Derivatives Trading and
Anti-Hedging Policy
Executive officers, members of
the Board, and all other employees are prohibited from investing in derivative
securities related to Autodesks Common Stock and engaging in short sales or
other short-position transactions in shares of Autodesks Common Stock. This
policy does not restrict ownership of company-granted awards, such as options to
purchase shares of Common Stock or PSU or RSU awards, which have been granted by
the Committee. Autodesks insider trading policy prohibits the trading of
derivatives or the hedging of Autodesks common equity securities by all
employees, including the executive officers, and members of the
Board.
Equity Award Grant Policy
All equity awards granted to
the executive officers are approved by the Committee. Approval of the equity
awards for the executive officers occurs at the Committees regularly scheduled
quarterly meetings. In addition, a grant was made in November 2014 to Mr. Herren
as part of his new hire compensation package.
2015 Proxy Statement
54
Table of Contents
Regulatory Considerations and
Practices
Autodesk continuously reviews
and evaluates the impact of the tax laws and accounting practices and related
interpretations on the executive compensation program. For example, the
Committee considers Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (ASC Topic 718), which results in recognition of
compensation expense for share-based payment awards, and Section 409A of the
Code, which affects deferred compensation arrangements, as it evaluates,
structures, and implements changes to the program.
Deductibility Limitation
Section 162(m) of the Code
generally limits to $1 million the amount of compensation that a company may
deduct for federal income tax purposes in any taxable year with respect to the
CEO and each of the next three most highly-compensated executive officers
(excluding the chief financial officer). Generally, remuneration in excess of $1
million may be deducted only if it is performance-based compensation within
the meaning of the Code or satisfies the conditions of another exemption from
the deduction limit. The compensation income realized upon the exercise of
options to purchase shares of Common Stock granted under a stockholder-approved
employee stock plan generally will be deductible so long as the options are
granted by a committee whose members are non-employee directors and certain
other conditions are satisfied.
The Autodesk Executive
Incentive Plan and the 2012 Employee Stock Plan are structured with the
intention that awards granted under these plans could qualify for tax
deductibility. However, to maintain flexibility and promote simplicity in the
administration of these arrangements, we may award other compensation under
these plans, such as annual incentive cash payments and PSU and RSU awards, that
are not designed to qualify for tax deductibility under the Code.
Further, while mindful that
the ability to fully deduct compensation paid to senior executives has benefits,
the Committee believes that Autodesk should not be constrained by the
requirements of Section 162(m) where those requirements would impair flexibility
in compensating the executive officers in a manner that can best promote
Autodesks objectives, which aligns the executive officers' interests with the
stockholders' interests. Therefore, Autodesk has not adopted a policy that
requires all compensation to be deductible. The Committee intends to continue to
compensate the executive officers in a manner consistent with Autodesks best
interests and the best interests of the stockholders.
Taxation of Deferred
Compensation
Section 409A of the Code
imposes significant additional taxes in the event an executive officer,
director, or service provider receives deferred compensation that does not
satisfy the restrictive conditions of the provision. Section 409A applies to a
wide range of compensation arrangements, including traditional nonqualified
deferred compensation plans, certain equity awards, and severance arrangements.
To assist employees with avoiding additional taxes under Section 409A, Autodesk
has structured equity awards in a manner intended to comply with the applicable
Section 409A conditions.
Taxation of Golden Parachute
Payments
Sections 280G and 4999 of the
Code provide that executive officers and directors who hold significant equity
interests and certain other service providers may be subject to an excise tax
if, in connection with a change in control, they receive payments or benefits
that exceed certain prescribed limits. In addition, the relevant company or a
successor may forfeit a deduction on the amounts subject to this additional tax.
Autodesk did not provide any executive officer with a gross-up or other
reimbursement payment for any tax liability the executive might owe as a result
of the application of Sections 280G or 4999 during fiscal 2015. In addition,
Autodesk has not agreed and is not otherwise obligated to provide any NEO with
such a gross-up or other reimbursement or to otherwise address the application
of Sections 280G or 4999 in connection with payments or benefits arising from a
change in control.
Accounting for Stock-Based
Compensation
Autodesk follows ASC Topic 718
for stock-based compensation awards. ASC Topic 718 requires Autodesk to measure
the compensation expense for all share-based payment awards made to employees
(including executive officers) and members of the Board, including options to
purchase shares of Common Stock, based on the grant date fair value of these
awards. Fair value is calculated for accounting purposes and reported in the
compensation tables below, even though the executive officers and directors may
never realize any value from their awards. ASC Topic 718 also requires Autodesk
to recognize the
2015 Proxy Statement
55
Table of Contents
compensation cost of these
share-based payment awards in the income statements over the period that an
employee or director is required to render service in exchange for the stock
option or other award.
Report of
the Compensation Committee
The Compensation and Human
Resources Committee of the Board of Directors, which is composed solely of
independent members of the Board of Directors, assists the Board in fulfilling
its responsibilities regarding compensation matters and, pursuant to its
Charter, is responsible for determining the compensation of Autodesks executive
officers. The Compensation and Human Resources Committee has reviewed and
discussed the Compensation Discussion and Analysis included in this Proxy
Statement as required by Item 402(b) of Regulation S-K with Autodesks
management team. Based on this review and discussion, the Compensation and Human
Resources Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN
RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
Mary T. McDowell,
Chair
Thomas Georgens
Stacy J. Smith
Summary
Compensation Table and Narrative Disclosure
This narrative discussion, as
well as the table and footnotes below, summarizes our named executive officers
compensation for fiscal 2015, 2014 and 2013. The named executive officers are
Carl Bass (President and Chief Executive Officer), R. Scott Herren (Senior Vice
President and Chief Financial Officer), the next three most highly compensated
individuals who were serving as executive officers of Autodesk on January 31,
2015, the last day of our most recent fiscal year, and Mark J. Hawkins, our
former Chief Financial Officer. For information on our compensation objectives,
see the discussion under the heading Compensation Discussion and Analysis.
Salary
Named executive officers are
paid a cash-based salary. We did not provide equity or other non-cash items to
our named executive officers as salary compensation during fiscal 2015, 2014 and
2013.
Bonus
This column represents
payments made to our named executive officers for amounts that relate to:
Autodesk and individual performance under the Autodesk, Inc. Incentive
Performance Plan for fiscal 2013; signing bonuses, as in the case of Mr. Herren,
who received a sign-on bonus paid in two equal $75,000 installments, one of
which was paid in fiscal 2015; and other miscellaneous amounts, such as payments
made in recognition of years of service as part of an Autodesk company-wide
program.
Stock
Awards
Amounts shown in this column
do not reflect compensation actually received by our named executive officers.
Instead, the amounts reported represent the aggregate grant date fair values of
performance-based restricted stock unit (PSU) awards and restricted stock unit
(RSU) awards, as determined pursuant to ASC Topic 718. The assumptions used in
the valuation of these awards are set forth in Note 1, Business and Summary of
Significant Accounting Policies in the Notes to Consolidated Financial
Statements in our fiscal 2015 Annual Report on Form 10-K filed on March 18,
2015.
2015 Proxy Statement
56
Table of Contents
Equity and
Non-Equity Incentive Plan Compensation
Non-equity incentive plan
compensation represents amounts earned for services performed during the
relevant fiscal year pursuant to our short-term cash incentive plan (EIP) for
all executive officers shown. The amounts shown in the Non-Equity Incentive Plan
Compensation column below reflect the total cash amounts awarded. Cash amounts
awarded under the EIP are payable in the first quarter of the following fiscal
year.
All Other
Compensation
This column represents all
other compensation for the relevant fiscal year not reported in the previous
columns, such as payment of relocation and temporary housing expenses,
reimbursement of certain tax expenses, Autodesks matching contributions to
pre-tax savings plans, insurance premiums, personal gifts and related tax gross
ups. Generally, unless the items included in this category exceed the greater of
$25,000 or 10% of the total amount of perquisites received by a given named
executive officer, individual perquisites are not separately identified and
quantified.
The Summary Compensation Table
below presents information concerning the total compensation of our named
executive officers for fiscal 2015, 2014 and 2013. Mr. Herren was not an
employee in fiscal 2013 or 2014, so his compensation information is not
presented for those periods.
Name and Principal Position
|
|
Fiscal Year |
|
Salary ($) |
|
Bonus ($)(d) |
|
Stock Awards ($)
(e) |
|
Non-Equity Incentive Plan Compensation ($) |
|
All Other Compensation ($) |
|
Total ($) |
Carl Bass, |
|
2015 |
|
1,060,323 |
|
|
|
8,526,158 |
|
1,448,428 |
|
5,544 |
|
11,040,453 |
President, Chief Executive Officer, and Former Interim |
|
2014 |
|
1,027,654 |
|
|
|
6,866,867 |
|
399,769 |
|
3,000 |
|
8,297,290 |
Chief
Financial Officer |
|
2013 |
|
991,000 |
|
1,142,213 |
|
7,269,000 |
|
|
|
4,196 |
|
9,406,409 |
R.
Scott Herren, |
|
2015 |
|
142,500 |
|
75,000 |
|
2,079,720 |
|
116,805 |
|
22,570 |
|
2,436,595 |
Senior Vice President
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan Becker, |
|
2015 |
|
422,792 |
|
|
|
1,225,915 |
|
345,525 |
|
5,737 |
|
1,999,969 |
Senior
Vice President, |
|
2014 |
|
410,057 |
|
|
|
723,936 |
|
191,423 |
|
4,120 |
|
1,329,536 |
Human
Resources and Corporate Real Estate |
|
2013 |
|
395,557 |
|
275,289 |
|
913,000 |
|
|
|
4,095 |
|
1,587,941 |
Steven M. Blum, |
|
2015 |
|
460,000 |
|
|
|
1,217,421 |
|
824,320 |
|
57,573 |
|
2,559,314 |
Senior Vice
President, |
|
2014 |
|
443,700 |
|
|
|
696,093 |
|
336,564 |
|
20,022 |
|
1,496,379 |
Worldwide Sales and Services
(b) |
|
2013 |
|
428,269 |
|
157,860 |
|
1,186,900 |
|
233,873 |
|
16,438 |
|
2,023,340 |
Pascal W. Di Fronzo, |
|
2015 |
|
457,162 |
|
|
|
1,225,915 |
|
373,980 |
|
5,418 |
|
2,062,475 |
Senior
Vice President, |
|
2014 |
|
441,019 |
|
|
|
723,936 |
|
205,862 |
|
3,511 |
|
1,374,328 |
General
Counsel and Secretary |
|
2013 |
|
424,961 |
|
294,206 |
|
913,000 |
|
|
|
4,106 |
|
1,636,273 |
Mark
J. Hawkins, |
|
2015 |
|
304,146 |
|
|
|
1,662,868 |
|
|
|
50,678 |
|
2,017,692 |
Former Chief Financial Officer
(c) |
|
2014 |
|
595,884 |
|
|
|
1,058,061 |
|
278,519 |
|
14,621 |
|
1,947,085 |
|
|
2013 |
|
571,076 |
|
394,583 |
|
1,186,900 |
|
|
|
51,553 |
|
2,204,112 |
2015 Proxy Statement
57
Table of Contents
____________________
(a) |
Mr. Herren became
Senior Vice President and Chief Financial Officer on November 1, 2014. His
salary and annual incentive compensation are pro-rated for a partial year
of service. Mr. Herrens new hire grants include RSUs valued at
$2,079,720. Mr. Herrens fiscal 2015 bonus consists of a $75,000
installment of a $150,000 sign-on bonus. Mr. Herren's other compensation
includes reimbursement of relocation expenses, amounting to $12,838 plus a
tax gross-up of $6,482. |
(b) |
Mr. Blums Non-Equity
Incentive Plan Compensation consists of amounts earned as sales
commissions during fiscal 2015. Commissions and sales bonuses are paid
quarterly for the previous quarters commissions and bonus
earned. |
|
|
|
Fiscal
2015 |
|
|
Sales commissions |
|
$
|
575,000 |
|
|
Short-term cash incentive plan (EIP) |
|
|
249,320 |
|
|
Total |
|
$ |
824,320 |
|
|
Mr. Blums fiscal 2015 other compensation
includes authorized spouse travel and gifts in connection with a business
trip, tax gross-ups of $22,044 for certain perquisites, the 401(k) plan
match, and standard health benefits. |
(c) |
Mr. Hawkins resigned as Chief Financial
Officer effective July 31, 2014; his resignation made him ineligible to
receive compensation under our fiscal 2015 EIP. Mr. Hawkins fiscal 2015
other compensation includes authorized spouse travel and gifts in
connection with a business trip, tax gross-ups of $21,083 for certain
perquisites, the 401(k) plan match, and standard health
benefits. |
(d) |
Fiscal 2013 bonuses primarily relate to
amounts paid under the Autodesk, Inc. Incentive Performance Plan in
recognition of Autodesk's performance under the metrics approved for that
Plan. In addition, in fiscal 2013, Ms. Becker, Mr. Blum and Mr. Di Fronzo
received anniversary bonuses in recognition of their years of
service. |
(e) |
Amounts consist of the aggregate grant date
value for PSU and RSU awards computed in accordance with FASB ASC Topic
718, based on target levels of achievement (the probable outcome at grant)
in the case of PSUs. The assumptions used in the valuation of these awards
are set forth in Note 1, Business and Summary of Significant Accounting
Policies, in the Notes to Consolidated Financial Statements in our Annual
Report on Form 10-K filed on March 18, 2015. The maximum value of PSU
awards is capped at 180% of target. The maximum values for PSU awards
granted in fiscal 2015 are as follows: Mr. Bass: $9,970,845; Ms. Becker:
$862,588; Mr. Blum: $847,298; Mr. Di Fronzo: $862,588; and Mr. Hawkins:
$1,201,081. Mr. Hawkins forfeited his PSU and RSU awards when he separated
from the Company. Actual PSU awards earned in fiscal 2015 by the other
named executive officers are shown in Long-Term Incentive Compensation"
in the Compensation Discussion and Analysis. |
Grants of Plan-Based Awards in
Fiscal 2015
Grants of plan-based awards
reflect grants made to our named executive officers under our non-equity
incentive plans and equity compensation plans during fiscal 2015.
The following table includes
potential threshold, target and maximum amounts payable under our short-term
cash incentive plan (EIP) for performance during fiscal 2015, and do not
constitute compensation on top of the amounts included in the Summary
Compensation Table. However, these amounts do not reflect amounts actually
earned for fiscal 2015. The following table also includes amounts relating to
PSUs and RSUs issued under our 2012 Employee Plan. See Change in Control
Arrangements and Employment Agreements below for a further description of
certain terms relating to these awards. See Annual Incentive Award Decisions
and Long-Term Incentive Compensation in the Compensation Discussion and
Analysis beginning on page 39 for actual amounts earned in
fiscal 2015 by the named executive officers and further discussion of the role
of plan-based and other awards in our overall executive compensation program.
2015 Proxy Statement
58
Table of Contents
The following table presents
information concerning grants of plan-based awards to each of the named
executive officers during fiscal 2015:
|
|
|
|
|
|
|
|
All
Other Stock Awards: Number of Shares of Stock
(#)(d) |
|
Grant Date Fair
Value of Stock Awards ($) (e) |
|
|
|
|
Estimated Future
Payouts Under Non- Equity Incentive
Plan Awards (b) |
|
Estimated Future
Payouts Under Equity Incentive Plan Awards (c) |
|
|
Name |
|
Grant Date
|
|
Threshold
($) |
|
Target ($) |
|
Maximum ($) |
|
Threshold ($) |
|
Target (#) |
|
Maximum (#) |
Carl
Bass |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
2,986,800 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
41,580 |
|
74,844 |
|
|
|
2,140,538 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
36,500 |
|
65,700 |
|
|
|
1,879,020 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
30,000 |
|
54,000 |
|
|
|
1,519,800 |
|
|
|
|
|
|
1,332,500 |
|
2,531,750 |
|
|
|
|
|
|
|
|
|
|
R.
Scott |
|
11/3/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000 |
|
2,079,720 |
Herren |
|
|
|
|
|
107,753 |
|
204,731 |
|
|
|
|
|
|
|
|
|
|
Jan |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
746,700 |
Becker |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
4,290 |
|
7,722 |
|
|
|
220,849 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
5,100 |
|
9,180 |
|
|
|
258,366 |
|
|
|
|
|
|
318,750 |
|
605,625 |
|
|
|
|
|
|
|
|
|
|
Steve M. |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
746,700 |
Blum |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
4,125 |
|
7,425 |
|
|
|
212,355 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
5,100 |
|
9,180 |
|
|
|
258,366 |
|
|
|
|
|
|
460,000 |
|
N/A |
|
|
|
|
|
|
|
|
|
|
Pascal W. |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
746,700 |
Di
Fronzo |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
4,290 |
|
7,722 |
|
|
|
220,849 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
5,100 |
|
9,180 |
|
|
|
258,366 |
|
|
|
|
|
|
345,000 |
|
655,500 |
|
|
|
|
|
|
|
|
|
|
Mark
J. |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
995,600 |
Hawkins
(a) |
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
6,270 |
|
11,286 |
|
|
|
322,780 |
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
6,800 |
|
12,240 |
|
|
|
344,488 |
|
|
|
|
|
|
465,000 |
|
883,500 |
|
|
|
|
|
|
|
|
|
|
____________________
(a) |
Mr.
Hawkins forfeited his fiscal 2015 EIP, RSU and PSU awards upon his
resignation from the Company on July 31, 2014. |
(b) |
Reflects
target and maximum dollar amounts payable under the EIP for performance
during fiscal 2015, as described in Compensation Discussion and
AnalysisElements of Executive Compensation Programs. Threshold refers
to the minimum amount payable for a certain level of performance; Target
refers to the amount payable if specified performance targets are reached;
and Maximum refers to the maximum payout possible. Mr. Herren's amounts
are pro-rated for a partial year of service. Mr. Blums amount in the
Target column includes a fiscal 2015 target short-term cash incentive
award of $230,000 and target sales commissions of $230,000. Mr. Blums
maximum short-term cash incentive plan award is the same as the maximum
for other named executive officers, but sales commissions do not have a
preset maximum limit. |
(c) |
Represents
shares of our Common Stock subject to each of the PSU awards granted to
the named executive officers in fiscal 2015 under our 2012 Employee Plan.
These columns show the awards that were possible at the threshold, target
and maximum levels of performance. Shares were to be earned based upon
annual billings and subscriptions goals for fiscal 2015 adopted by the
Compensation Committee (the Annual Financial Results), as well as TSR
compared against the S&P Computer Software Select Index (Relative
TSR). In each case, Annual Financial Results for the relevant performance
period could result in PSU attainment, subject to the Relative TSR
modifier, of 0%-150% of target. Once that Annual Financial Results
percentage is established, it is multiplied by a percentage ranging from
80%-120%, depending on Autodesk's Relative TSR performance for the period.
Ultimately, PSUs could be earned from 0%-180% of target. Actual PSU awards
earned in fiscal 2015 by the named executive officers under this program
are shown in Long-Term Incentive Compensation in the Compensation
Discussion and Analysis. |
(d) |
RSUs vest
in three equal annual installments beginning on the first anniversary of
the date of grant. |
(e) |
Reflects
the grant date fair value of each equity award. The assumptions used in
the valuation of these awards are set forth in Note 1, Business and
Summary of Significant Accounting Policies, in the Notes to Consolidated
Financial Statements in our Annual Report on Form 10-K filed on March 18,
2015. These amounts do not correspond to the actual value that will be
realized by the named executive officers upon the vesting of RSUs or the
sale of the Common Stock underlying such
awards. |
2015 Proxy Statement
59
Table of Contents
Outstanding Equity Awards at
Fiscal 2015 Year End
The following table presents
information concerning outstanding unexercised options and unvested RSU awards
for each named executive officer as of January 31, 2015. This table includes
options and RSUs granted under the 2012 Employee Plan, the 2008 Employee Stock
Plan and the 2006 Employee Stock Plan. Unless otherwise indicated, all options
granted to named executive officers vest at the rate of 25% per year over the
first four years of the option term and all RSU awards vest in three equal
annual installments beginning on the first anniversary of the date of grant. Mr.
Hawkins forfeited his unvested awards upon his resignation from the Company on
July 31, 2014. Accordingly, Mr. Hawkins does not hold any outstanding option or
stock awards as of January 31, 2015.
|
|
Option
Awards |
|
Stock
Awards |
Name |
|
Grant Date |
|
Number
of Securities Underlying Unexercised Options
(#) Exercisable |
|
Number
of securities Underlying Unexercised Options
(#) Unexercisable |
|
Option Exercise Price
($) |
|
Option Expiration
Date |
|
Number of Shares of
Stock That Have Not Vested (#) |
|
|
|
Market Value
of Shares of Stock That Have Not Vested
($) (a) |
|
Equity Incentive Plan Awards: Number
of Unearned Shares That Have Not Vested (#) |
|
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares That Have Not Vested
($) |
Carl
Bass |
|
3/24/2011 |
|
225,000 |
|
75,000 |
|
43.81 |
|
3/24/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
25,136 |
|
(b) |
|
1,357,595 |
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
27,225 |
|
|
|
1,470,422 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
47,326 |
|
(c) |
|
2,556,077 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
41,544 |
|
(d) |
|
2,243,791 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
55,440 |
|
|
|
2,994,314 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
34,146 |
|
(e) |
|
1,844,225 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
3,240,600 |
|
|
|
|
R.
Scott |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herren |
|
11/3/2014 |
|
|
|
|
|
|
|
|
|
36,000 |
|
|
|
1,944,360 |
|
|
|
|
Jan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker |
|
3/24/2011 |
|
|
|
6,875 |
|
43.81 |
|
3/24/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
3,808 |
|
(b) |
|
205,670 |
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
4,125 |
|
|
|
222,791 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
4,882 |
|
(c) |
|
263,677 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
8,580 |
|
|
|
463,406 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
5,804 |
|
(e) |
|
313,474 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
810,150 |
|
|
|
|
Steve M. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blum |
|
3/24/2011 |
|
37,500 |
|
12,500 |
|
43.81 |
|
3/24/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
4,950 |
|
(b) |
|
267,350 |
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
5,362 |
|
|
|
289,602 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
4,695 |
|
(c) |
|
253,577 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
8,250 |
|
|
|
445,583 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
5,804 |
|
(e) |
|
313,474 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
810,150 |
|
|
|
|
Pascal W. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Di
Fronzo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/24/2011 |
|
|
|
6,875 |
|
43.81 |
|
3/24/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
3,808 |
|
(b) |
|
205,670 |
|
|
|
|
|
|
3/8/2012 |
|
|
|
|
|
|
|
|
|
4,125 |
|
|
|
222,791 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
4,882 |
|
(c) |
|
263,677 |
|
|
|
|
|
|
3/21/2013 |
|
|
|
|
|
|
|
|
|
8,580 |
|
|
|
463,406 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
5,804 |
|
(e) |
|
313,474 |
|
|
|
|
|
|
3/25/2014 |
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
810,150 |
|
|
|
|
2015 Proxy Statement
60
Table of Contents
____________________
(a) |
Market value of RSUs
that have not vested is computed by multiplying (i) $54.01, the closing
price on the NASDAQ of Autodesk Common Stock on January 30, 2015, the last
trading day of fiscal 2015, by (ii) the number of shares of stock
underlying RSU awards. |
(b) |
Awards relate to PSU
awards granted on March 8, 2012 under the 2012 Plan, that were subject to
achievement of annual revenue and non-GAAP operating margin goals for
fiscal 2013 adopted by the Compensation Committee, and vests in thirds
over a period of three years from grant date. |
(c) |
Awards relate to the
second year traunch of PSU awards granted on March 21, 2013 under the 2012
Plan. These PSUs were subject to achievement of annual net billings and
total subscriptions for fiscal 2015 adopted by the Compensation Committee,
as well as TSR compared against the S&P Computer Software Select
Index. The second year traunch of these PSUs were earned as of January 31,
2015 and subject to vest on March 23, 2015. |
(d) |
Award relates to the
third year traunch of PSU awards granted on March 8, 2012, but amended on
March 21, 2013 under the 2012 Plan. These PSUs were subject to achievement
of annual net billings and total subscriptions for fiscal 2015 adopted by
the Compensation Committee, as well as TSR compared against the S&P
Computer Software Select Index. The third year traunch of these PSUs were
earned as of January 31, 2015 and subject to vest on March 23,
2015. |
(e) |
Awards relate to the
first year traunch of PSU awards granted on March 25, 2014 under the 2012
Plan. These PSUs were subject to achievement of annual net billings and
total subscriptions for fiscal 2015 adopted by the Compensation Committee,
as well as TSR compared against the S&P Computer Software Select
Index. The first year traunch of these PSUs were earned as of January 31,
2015 and subject to vest on March 23, 2015. |
Option
Exercises and Stock Vested at Fiscal 2015 Year End
The following table presents
certain information concerning the vesting of stock awards held by each of the
named executive officers during fiscal 2015.
|
|
Option
Awards |
|
Stock
Awards |
|
|
Number of |
|
|
|
Number of |
|
|
|
|
Shares Acquired on |
|
Value Realized on |
|
Shares Acquired on |
|
Value Realized on |
Named Executive
Officer |
|
Exercise
(#) |
|
Exercise ($)
(a) |
|
Vesting
(#) |
|
Vesting ($)
(a) |
Carl
Bass |
|
97,500 |
|
1,901,128 |
|
199,126 |
|
10,492,211 |
R.
Scott Herren |
|
|
|
|
|
|
|
|
Jan
Becker |
|
21,875 |
|
306,137 |
|
19,798 |
|
1,052,313 |
Steve M. Blum |
|
15,000 |
|
307,650 |
|
25,610 |
|
1,365,097 |
Pascal W. Di Fronzo |
|
21,875 |
|
306,328 |
|
19,798 |
|
1,052,313 |
Mark
J. Hawkins |
|
25,625 |
|
355,182 |
|
37,829 |
|
2,014,113 |
____________________
(a) |
For options
exercised, reflects the number of shares acquired upon exercise multiplied
by the difference between the closing market price of our Common Stock as
reported on the NASDAQ on the date of exercise and the exercise price of
the underlying stock option. For RSUs vested, reflects the number of
shares acquired on vesting multiplied by the closing market price of our
Common Stock as reported on the NASDAQ on the vesting
date. |
Nonqualified Deferred Compensation for Fiscal
2015
Under our Nonqualified
Deferred Compensation Plan, certain United States-based officers (including
named executive officers) may defer compensation earned such as salary or awards
under the short-term cash incentive plan (EIP). Deferral elections are made by
eligible executive officers each year during an open enrollment period for
amounts to be earned in the following year. Autodesk does not make any
contribution for executive officers under the Nonqualified Deferred Compensation
Plan. Prior to April 2013, we maintained our Autodesk, Inc. Equity Incentive
Deferral Plan, which permitted certain executive officers to defer up to 50% of
their EIP award.
2015 Proxy Statement
61
Table of Contents
The following table presents
information regarding non-qualified deferred compensation activity for each
listed officer during fiscal 2015:
|
|
|
Executive |
|
|
|
|
|
|
|
|
Contributions |
|
Aggregate |
|
|
|
|
|
|
(Distributions) |
|
Earnings/ |
|
Aggregate |
|
|
|
|
in Fiscal |
|
(Losses) in |
|
Balance at |
|
|
Named Executive
Officer |
|
Year
($) |
|
Fiscal Year ($)
(a) |
|
Fiscal Year End
($) |
|
|
Carl
Bass |
|
|
|
|
|
|
|
|
|
R.
Scott Herren |
|
|
|
|
|
|
|
|
|
Jan
Becker |
|
(323,958 |
) |
|
25,216 |
|
591,709 |
|
|
Steve M. Blum |
|
68,621 |
|
|
39,496 |
|
629,544 |
|
|
Pascal W. Di Fronzo |
|
|
|
|
14,997 |
|
171,284 |
|
|
Mark
J. Hawkins |
|
|
|
|
8,855 |
|
130,059 |
|
____________________
(a) |
None of the earnings
or losses in this column are reflected in the Summary Compensation Table
because they are not considered preferential or above
market. |
Change-in-Control Arrangements and Employment Agreements
In an effort to ensure the
continued service of our key executive officers in the event of a
change-in-control, each of our current executive officers, among other
employees, participate in an amended and restated Executive Change in Control
Program (the Program) that was approved by the Board in March 2006 and amended
most recently in September 2013. Mr. Bass has a change-in-control provision in
his employment agreement, as noted below.
Executive Change
in Control Program
Under the terms of the
Program, if, within sixty days prior or twelve months following a change in
control, an executive officer who participates in the Program is terminated
without cause, or voluntarily terminates his or her employment for good
reason (as those terms are defined in the Program), the executive officer will
receive (among other benefits), following execution of a release and non-solicit
agreement:
● |
An amount
equal to one and one-half times the sum of the executive officers annual
base compensation and average annual bonus, plus the executive officers
pro-rata bonus, provided the Company bonus targets are satisfied, payable
in a lump sum; |
● |
Acceleration of all of the executive officers outstanding
incentive equity awards, including stock options and RSUs; and
|
● |
Reimbursement of the total applicable premium cost for medical and
dental coverage for the executive officer and his or her eligible spouse
and dependents until the earlier of 18 months from the date of termination
or when the executive officer becomes covered under another employers
employee benefit plans. |
● |
An
executive officer who is terminated for any other reason will receive
severance or other benefits only to the extent the executive would be
entitled to receive them under our then-existing benefit plans and
policies. If the benefits provided under the Program constitute parachute
payments under Section 280G of the Code and are subject to the excise tax
imposed by Section 4999 of the Code, then such benefits will be (1)
delivered in full, or (2) delivered to such lesser extent that would
result in no portion of the benefits being subject to the excise tax,
whichever results in the executive officer receiving the greatest amount
of benefits. |
2015 Proxy Statement
62
Table of Contents
As defined in the Program, a
change in control occurs if any person acquires 50% or more of the total
voting power represented by voting securities, if Autodesk sells all or
substantially all its assets, if Autodesk merges or consolidates with another
corporation, or if the composition of the Board changes substantially.
Employment
Agreement with Carl Bass
In March 2013, Autodesk
entered into an amended and restated employment agreement with Carl Bass that
provides for, among other things, certain payments and benefits to be provided
to Mr. Bass in the event his employment is terminated without cause or he
resigns for good reason, including in connection with a change of control or
following the completion of a Board-requested executive transition period, as
each such term is defined in Mr. Bass's employment agreement.
In the event Mr. Bass's
employment is terminated by Autodesk without cause or if Mr. Bass resigns for
good reason, and such termination is not in connection with a change of control,
Mr. Bass will receive (i) payment of 200% of his then current base salary for 12
months; (ii) payout of his pro-rata bonus for the fiscal year in which
termination occurs, provided Autodesk bonus targets are satisfied, to be paid in
one lump sum on or before March 15th of the succeeding fiscal year; (iii) fully
accelerated vesting of all of his then-outstanding, unvested equity awards
(other than any awards that vest in whole or in part based on performance); (iv)
with respect to his then outstanding unvested equity awards that vest in whole
or in part based on performance, those awards will vest, as if he had remained
continuously employed by Autodesk through the end of the 12-month performance
period in which his employment is terminated, based on the extent, if any, that
the underlying performance criteria for those awards are satisfied for that
performance period; (v) a period of not less than 12 months to exercise any
vested stock options that were granted to Mr. Bass on or after February 2, 2009
(provided that such options shall expire, if earlier, on the date when they
would have expired if his employment had not terminated); and (vi) reimbursement
for premiums paid for continued health benefits for Mr. Bass and his eligible
dependents until the earlier of 12 months following termination or the date Mr.
Bass becomes covered under similar health plans. In addition, Mr. Bass is
subject to non-solicitation and non-competition covenants for 12 months
following a termination that gives rise to the severance benefits discussed
above.
If, in connection with a
change of control, Mr. Bass's employment is terminated by Autodesk without cause
or if Mr. Bass resigns for good reason, Mr. Bass will receive (i) a lump sum
payment in an amount equal to 200% of his then current annual base salary and
average annual bonus; (ii) payout of his pro-rata bonus for the fiscal year of
Autodesk in which termination occurs provided Autodesk bonus targets are
satisfied, to be paid in one lump sum on or before March 15th of the succeeding
fiscal year; (iii) fully accelerated vesting of all of his then outstanding
unvested equity awards, including awards that would otherwise vest only upon
satisfaction of performance criteria; (iv) a period of not less than twelve (12)
months to exercise any vested stock options that were granted to Mr. Bass by
Autodesk on or after February 2, 2009 (provided that such options shall expire,
if earlier, on the date when they would have expired if his employment had not
terminated); and (v) reimbursement for premiums paid for continued health
benefits for Mr. Bass and his eligible dependents until the earlier of 18 months
following termination or the date Mr. Bass becomes covered under similar health
plans.
Potential
Payments Upon Termination or Change in Control
The tables below list the
estimated amount of compensation payable to each of the named executive officers
in the event of voluntary termination, involuntary not-for-cause termination,
for cause termination, termination following a change in control, and
termination in the event of disability or death of the executive. The amounts
shown for all named executive officers assume that such termination was
effective as of January 31, 2015, and include all components of compensation,
benefits and perquisites payable under the Executive Change in Control Program
effective during the 2015 fiscal year or, in the case of Mr. Bass, pursuant to
his employment agreement, discussed above. Estimated amounts for share-based
compensation are based on the closing price of our Common Stock on the NASDAQ on
Friday, January 30, 2015, which was $54.01 per share. The actual amounts for all
named executive officers to be paid out can only be determined at the time of
such executives separation. Mr. Hawkins resigned from Autodesk effective July
31, 2014 and was not eligible for compensation in connection with the
termination of his employment.
2015 Proxy Statement
63
Table of Contents
Carl Bass
Executive Benefits and
Payments |
|
Voluntary Termination on 1/31/2015
($) |
|
Involuntary Not For Cause or
Voluntary for Good Reason (Except Change in
Control) Termination on 1/31/2015 ($) |
|
For Cause Termination on 1/31/2015
($) |
|
Involuntary Not for Cause or
Voluntary For Good Reason (Change in Control) Termination
on 1/31/2015 ($) |
|
Disability on 1/31/2015 ($) |
|
Death on 1/31/2015 ($) |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary (1) |
|
|
|
2,132,000 |
|
|
|
2,132,000 |
|
|
|
|
Short-Term Cash
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
Plan (EIP) (2) |
|
|
|
1,448,428 |
|
|
|
3,343,082 |
|
1,448,428 |
|
|
Equity Awards (3) |
|
|
|
16,471,648 |
|
|
|
21,264,496 |
|
|
|
|
Benefits and perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (4) |
|
|
|
24,475 |
|
|
|
36,713 |
|
24,475 |
|
|
Disability Income
(5) |
|
|
|
|
|
|
|
|
|
2,021,923 |
|
|
Accidental Death or |
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6) |
|
|
|
|
|
|
|
|
|
1,066,000 |
|
1,066,000 |
Life Insurance (7) |
|
|
|
|
|
|
|
|
|
|
|
2,000,000 |
Accrued Vacation Pay
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Executive Benefits and Payments Upon
Separation |
|
|
|
20,076,551 |
|
|
|
26,776,291 |
|
4,560,826 |
|
3,066,000 |
R. Scott Herren
Executive Benefits and
Payments |
|
Voluntary Termination on 1/31/2015 ($) |
|
Involuntary Not For
Cause or Voluntary for Good Reason (Except Change in
Control) Termination on |
|
For
Cause Termination on 1/31/2015 ($) |
|
Involuntary Not for
Cause or Voluntary For Good Reason (Change
in Control) Termination on |
|
Disability
on 1/31/2015 ($) |
|
Death on 1/31/2015
($) |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary (1) |
|
|
|
|
|
|
|
215,507 |
|
|
|
|
Short-Term Cash Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
Plan
(EIP) (2) |
|
|
|
|
|
|
|
278,435 |
|
|
|
|
Equity
Awards (3) |
|
|
|
|
|
|
|
1,944,360 |
|
|
|
|
Benefits and perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4) |
|
|
|
|
|
|
|
31,030 |
|
20,686 |
|
|
Disability Income (5) |
|
|
|
|
|
|
|
|
|
2,493,918 |
|
|
Accidental Death or |
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6) |
|
|
|
|
|
|
|
|
|
1,710,000 |
|
1,710,000 |
Life
Insurance (7) |
|
|
|
|
|
|
|
|
|
|
|
1,710,000 |
Total Executive Benefits and Payments
Upon Separation |
|
|
|
|
|
|
|
2,469,332 |
|
4,224,604 |
|
3,420,000 |
2015 Proxy Statement
64
Table of Contents
Jan Becker
Executive Benefits and
Payments |
|
Voluntary Termination on 1/31/2015 ($) |
|
Involuntary Not For
Cause or Voluntary for Good Reason (Except Change in
Control) Termination on 1/31/2015 ($) |
|
For
Cause Termination on 1/31/2015 ($) |
|
Involuntary Not for
Cause or Voluntary For Good Reason (Change
in Control) Termination on 1/31/2015 ($) |
|
Disability
on 1/31/2015 ($) |
|
Death on 1/31/2015
($) |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary (1) |
|
|
|
|
|
|
|
637,500 |
|
|
|
|
Short-Term Cash Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
Plan
(EIP) (2) |
|
|
|
|
|
|
|
741,381 |
|
|
|
|
Equity
Awards (3) |
|
|
|
|
|
|
|
3,062,819 |
|
|
|
|
Benefits and perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4) |
|
|
|
|
|
|
|
31,030 |
|
20,686 |
|
|
Disability Income (5) |
|
|
|
|
|
|
|
|
|
1,157,357 |
|
|
Accidental Death or |
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6) |
|
|
|
|
|
|
|
|
|
425,000 |
|
425,000 |
Life
Insurance (7) |
|
|
|
|
|
|
|
|
|
|
|
850,000 |
Total Executive Benefits and Payments
Upon Separation |
|
|
|
|
|
|
|
4,472,730 |
|
1,603,043 |
|
1,275,000 |
Steven M. Blum
Executive Benefits and
Payments |
|
Voluntary Termination on 1/31/2015 ($) |
|
Involuntary Not For
Cause or Voluntary for Good Reason (Except Change in
Control) Termination on |
|
For
Cause Termination on 1/31/2015 ($) |
|
Involuntary Not for
Cause or Voluntary For Good Reason (Change
in Control) Termination on |
|
Disability
on 1/31/2015 ($) |
|
Death on 1/31/2015
($) |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary (1) |
|
|
|
|
|
|
|
690,000 |
|
|
|
|
Short-Term Cash |
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan (EIP) (2) |
|
|
|
|
|
|
|
1,334,845 |
|
|
|
|
Sales
Commissions and |
|
|
|
|
|
|
|
|
|
|
|
|
Bonus
(9) |
|
|
|
|
|
|
|
862,500 |
|
|
|
|
Equity
Awards (3) |
|
|
|
|
|
|
|
3,218,168 |
|
|
|
|
Benefits and perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4) |
|
|
|
|
|
|
|
36,713 |
|
24,475 |
|
|
Disability Income (5) |
|
|
|
|
|
|
|
|
|
2,870,084 |
|
|
Accidental Death or |
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6) |
|
|
|
|
|
|
|
|
|
2,000,000 |
|
2,000,000 |
Life
Insurance (7) |
|
|
|
|
|
|
|
|
|
|
|
2,000,000 |
Total Executive Benefits and Payments
Upon Separation |
|
|
|
|
|
|
|
6,142,226 |
|
4,894,559 |
|
4,000,000 |
2015 Proxy Statement
65
Table of Contents
Pascal W. Di
Fronzo
Executive Benefits
and Payments |
|
Voluntary Termination on 1/31/2015
($) |
|
Involuntary Not For Cause or Voluntary for
Good Reason (Except Change in Control) Termination
on |
|
For
Cause Termination on 1/31/2015 ($) |
|
Involuntary Not for Cause or Voluntary For
Good Reason (Change in Control) Termination
on |
|
Disability
on 1/31/2015 ($) |
|
Death on 1/31/2015
($) |
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary (1) |
|
|
|
|
|
|
|
690,000 |
|
|
|
|
Short-Term
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
Plan (EIP) (2) |
|
|
|
|
|
|
|
799,014 |
|
|
|
|
Equity
Awards (3) |
|
|
|
|
|
|
|
3,062,819 |
|
|
|
|
Benefits and
perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4) |
|
|
|
|
|
|
|
36,079 |
|
24,053 |
|
|
Disability
Income (5) |
|
|
|
|
|
|
|
|
|
2,870,084 |
|
|
Accidental
Death or |
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment
(6) |
|
|
|
|
|
|
|
|
|
2,000,000 |
|
2,000,000 |
Life
Insurance (7) |
|
|
|
|
|
|
|
|
|
|
|
460,000 |
Total Executive Benefits and |
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon
Separation |
|
|
|
|
|
|
|
4,587,912 |
|
4,894,137 |
|
2,460,000 |
____________________
|
(1) |
|
Base Salary:
For Mr. Bass, the amounts
shown would be paid in accordance with his employment agreement that was
in effect as of January 31, 2015. For the other named executive officers,
the amounts shown would be paid in accordance with the Executive Change in
Control Program effective during the 2015 fiscal year. |
|
(2) |
|
Short-Term Cash
Incentive Plan (EIP):
For Mr. Bass, the amounts
shown would be paid in accordance with his employment agreement that was
in effect as of January 31, 2015. For the other named executive officers,
the amounts shown would be paid in accordance with the Executive Change in
Control Program effective during the 2015 fiscal year. These amounts are
based on the cash value of the short-term cash incentive
plan. |
|
(3) |
|
Equity Awards:
For Mr. Bass, the amounts
shown reflect the value of unvested equity awards accelerated in
accordance with his employment agreement that was in effect as of January
31, 2015. For the other named executive officers, the amounts shown
reflect the value of unvested equity awards accelerated in accordance with
the Executive Change in Control Program effective during the 2015 fiscal
year. Reported values are based on (i) the excess of the closing price of
our Common Stock on January 30, 2015 ($54.01 per share), over the exercise
price with respect to unvested stock options, and (ii) the closing price
of our Common Stock on January 30, 2015 ($54.01 per share) in the case of
RSUs and PSUs. |
|
(4) |
|
Health Insurance:
For Mr. Bass, in accordance
with his employment agreement that was in effect as of January 31, 2015,
these amounts represent the cost of continuing coverage for Mr. Bass and
his dependents. The amount shown in the Involuntary Not for Cause or
Voluntary for Good Reason (Except Change in Control) Termination column
reflects twelve months of coverage after separation. The amounts in the
Involuntary Not for Cause or Voluntary for Good Reason (Change in Control)
Termination column reflect eighteen months of coverage after separation.
For the other named executive officers, these amounts represent the cost
of continuing coverage for medical and dental benefits for each executive
and his or her dependents (i) in the case of the Disability column, for
twelve months in accordance with Autodesk's benefits program, and (ii) in
the case of the Involuntary Not for Cause or Voluntary for Good Reason
(Change in Control) Termination column, for eighteen months after
separation in accordance with the Executive Change in Control Program
effective during the 2015 fiscal year. |
|
(5) |
|
Disability Income:
Reflects the estimated
present value of all future payments to each executive under his or her
elected disability program, which represent 100% of base salary for the
first 90 days, and then 66- 2/3% of salary thereafter, with a maximum of
$20,000 per month, until the age of 65. These payments would be made by
the insurance provider, not by Autodesk. |
|
(6) |
|
Accidental Death
or Dismemberment: Reflects
the lump-sum amount payable to each executive or his or her beneficiaries
by Autodesks insurance provider in the event of the executives
accidental death. There is also a prorated lump sum payment for
dismemberment. The amount shown as payable upon dismemberment is based
upon the payout for the most severe dismemberment under the
plan. |
|
(7) |
|
Life Insurance:
Reflects the lump-sum
amount payable to beneficiaries by Autodesks insurance provider in the
event of the executives death. |
2015 Proxy Statement
66
Table of Contents
|
(8) |
|
Accrued Vacation Pay: At January 31, 2015, Mr. Bass had no accrued
vacation. |
|
(9) |
|
Sales Commissions and Bonus:
For Mr. Blum, amounts
reflect the fiscal 2015 sales commissions and bonuses
earned. |
Compensation of Directors
During fiscal 2015, our
non-employee directors were eligible to receive the annual compensation set
forth below:
Member of the Board of Directors |
$75,000 and 8,300 RSUs |
Non-executive Chairman of the Board |
an
additional |
|
$65,000 |
Chair of the Audit Committee |
an
additional |
|
$25,000 |
Chair of the Compensation and Human Resources
Committee |
an
additional |
|
$20,000 |
Chair of the Corporate Governance and
Nominating Committee |
an
additional |
|
$10,000 |
The annual compensation cycle
for non-employee directors begins on the date of the annual stockholders'
meeting and ends on the date of the next annual stockholders meeting
(Directors' Compensation Cycle). Director compensation in the tables below
represents the portion of annual compensation with respect to service during
Autodesk's fiscal 2015.
No later than December 31 of
the year prior to a director's re-election to the Board, the director can elect
to receive up to 100% of his or her annual fees in the form of RSUs issued at a
rate of $1.20 worth of stock for each $1.00 of cash compensation foregone. The
RSUs are issued at the beginning of the Directors' Compensation Cycle on the
date of the annual meeting of stockholders and will vest on the date of the
annual meeting of stockholders in the following year, provided that the
recipient is a director on such date. For the period from June 13, 2013 through
June 10, 2014, all of our non-employee directors, except Mr. Beveridge, Mr.
Georgens, Ms. Rafael and Mr. West, elected to convert 100% of the cash portion
of their annual fees to RSUs. Mr. Beveridge, Mr. Georgens, Ms. Rafael and Mr.
West did not elect to receive any portion of their annual fees in the form of
RSUs and instead received 100% cash. For the period from June 10, 2014 through
June 10, 2015, all of our non-employee directors, except Mr. Beveridge, Mr.
Georgens, Ms. Rafael and Mr. West, elected to convert 100% of the cash portion
of their annual fees to RSUs. Mr. Beveridge, Mr. Georgens, Ms. Rafael and Mr.
West did not elect to receive any portion of their annual fees in the form of
RSUs and instead received 100% cash. If elected, cash compensation is accrued
monthly and paid quarterly, in arrears.
During fiscal 2015, Autodesk's
2012 Outside Directors' Stock Plan provided for the automatic grant of RSUs to
our non-employee directors. Upon being elected or appointed to our Board, each
non-employee director would be provided an initial grant of 12,400 RSUs
(Initial RSUs), with subsequent annual grants of 8,300 RSUs (Subsequent
Annual RSUs). The Initial RSUs vest over a three-year period; Subsequent Annual
RSUs vest over a one-year period.
On March 12, 2015, the Board
amended the 2012 Outside Directors' Stock Plan to change Initial RSUs and
Subsequent Annual RSUs from fixed numbers of shares (12,400 and 8,300,
respectively) to fixed dollar values of shares ($450,000 and $250,000,
respectively) based on the closing stock price on the date of grant. As a
result, the directors will receive Subsequent Annual RSUs with a grant date
value of $250,000 on the date of the Annual Meeting.
2015 Proxy Statement
67
Table of Contents
The table below presents
information concerning the compensation paid by us to each of our non-employee
directors for fiscal 2015. Mr. Bass, who was an Autodesk employee during fiscal
2015, did not receive additional compensation for his service as a director.
Director |
|
Fees Earned or Paid in Cash ($) (a) |
|
Stock Awards ($) (b) |
|
Total ($) |
Crawford W. Beveridge |
|
140,000 |
|
448,864 |
|
588,864 |
J. Hallam Dawson |
|
75,000 |
|
463,850 |
|
538,850 |
Thomas Georgens |
|
75,000 |
|
448,864 |
|
523,864 |
Per-Kristian Halvorsen |
|
85,000 |
|
465,842 |
|
550,842 |
Mary
T. McDowell |
|
95,000 |
|
467,846 |
|
562,846 |
Lorrie M. Norrington |
|
100,000 |
|
468,830 |
|
568,830 |
Betsy Rafael |
|
75,000 |
|
448,864 |
|
523,864 |
Stacy J. Smith |
|
75,000 |
|
463,850 |
|
538,850 |
Steven M. West |
|
75,000 |
|
448,864 |
|
523,864 |
|
(a) |
|
Fees Earned or Paid in Cash reflects the
dollar amounts of fees earned. As noted above, during fiscal 2015,
directors could elect to receive up to 100% of their compensation in the
form of RSUs in lieu of cash. The following table represents actual cash
received by the directors in fiscal 2015 based on their elections. See
footnote (b) for more information regarding the RSUs granted in lieu of
cash. |
|
Director |
Fees Actually Paid in
Cash ($) |
|
Crawford W. Beveridge |
140,000 |
|
J.
Hallam Dawson |
|
|
Thomas Georgens |
75,000 |
|
Per-Kristian Halvorsen |
|
|
Mary T. McDowell |
|
|
Lorrie M. Norrington |
|
|
Betsy Rafael |
75,000 |
|
Stacy J. Smith |
|
|
Steven M. West |
75,000 |
|
(b) |
|
The Stock Awards
column reflects (i) the grant date fair value of the Initial RSUs and
Subsequent Annual RSUs and (ii) the pro-rata grant date fair value of 20%
of the stock awards the directors earned during fiscal 2015 in lieu of
cash. The 20% represents the premium of $1.20 worth of stock for each
$1.00 of cash compensation foregone. The assumptions used in the valuation
of these awards are set forth in Note 1, Business and Summary of
Significant Accounting Policies in the Notes to Consolidated Financial
Statements in our fiscal 2015 Annual Report on Form 10-K filed on March
18, 2015. These amounts do not correspond to the actual value that will be
realized by the directors upon the vesting of RSUs or the sale of the
Common Stock underlying such awards. |
2015 Proxy Statement
68
Table of Contents
The following table shows the
total amounts and fair values, as well as the 20% premium, of RSUs granted on
June 13, 2013, in lieu of cash foregone for the June 13, 2013, through June 10,
2014, Directors' Compensation Cycle:
|
|
Restricted Stock
Unit |
Director
|
|
Total Number of
Shares (#) |
|
Number of
Shares Representing the 20% Premium (#) |
|
Grant Date
Fair Value of Stock Awards ($) |
|
Grant Date Fair
Value of the 20% Premium of the Stock Awards ($)
|
Crawford W. Beveridge |
|
|
|
|
|
|
|
|
J.
Hallam Dawson |
|
2,508 |
|
418 |
|
89,987 |
|
14,998 |
Thomas Georgens |
|
|
|
|
|
|
|
|
Per-Kristian Halvorsen |
|
2,842 |
|
473 |
|
101,971 |
|
16,971 |
Mary
T. McDowell |
|
3,177 |
|
529 |
|
113,991 |
|
18,981 |
Lorrie M. Norrington |
|
3,344 |
|
557 |
|
119,983 |
|
19,985 |
Betsy Rafael |
|
|
|
|
|
|
|
|
Stacy J. Smith |
|
2,508 |
|
418 |
|
89,987 |
|
14,998 |
Steven M. West |
|
|
|
|
|
|
|
|
The following table shows the
total amounts and fair values, as well as the 20% premium, of RSUs granted on
June 10, 2014, in lieu of cash foregone for the June 10, 2014, through June 10,
2015, Directors' Compensation Cycle:
|
|
Restricted Stock
Unit |
Director
|
|
Total Number
of Shares (#) |
|
Number of
Shares Representing the 20% Premium (#) |
|
Grant Date
Fair Value of Stock Awards ($) |
|
Grant Date Fair
Value of the 20% Premium of the Stock Awards ($) |
Crawford W. Beveridge |
|
|
|
|
|
|
|
|
J.
Hallam Dawson |
|
1,664 |
|
277 |
|
89,989 |
|
14,980 |
Thomas Georgens |
|
|
|
|
|
|
|
|
Per-Kristian Halvorsen |
|
1,886 |
|
314 |
|
101,995 |
|
16,981 |
Mary
T. McDowell |
|
2,107 |
|
351 |
|
113,947 |
|
18,982 |
Lorrie M. Norrington |
|
2,218 |
|
369 |
|
119,949 |
|
19,956 |
Betsy Rafael |
|
|
|
|
|
|
|
|
Stacy J. Smith |
|
1,664 |
|
277 |
|
89,989 |
|
14,980 |
Steven M. West |
|
|
|
|
|
|
|
|
The following table shows the
total amounts and fair values of Subsequent Annual RSUs and Initial RSUs granted
during fiscal 2015.
|
|
Restricted Stock
Unit |
Director
|
|
Grant Date
|
|
Number of Shares
(#) |
|
Grant Date
Fair Value of Stock Awards ($) |
Crawford W. Beveridge |
|
6/10/2014 |
|
8,300 |
|
448,864 |
J.
Hallam Dawson |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Thomas Georgens |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Per-Kristian Halvorsen |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Mary
T. McDowell |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Lorrie M. Norrington |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Betsy Rafael |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Stacy J. Smith |
|
6/10/2014 |
|
8,300 |
|
448,864 |
Steven M. West |
|
6/10/2014 |
|
8,300 |
|
448,864 |
2015 Proxy Statement
69
Table of Contents
The aggregate number of each
director's stock options and RSUs outstanding at January 31, 2015,
was:
Directors |
|
Aggregate Number of
Shares Underlying Outstanding Stock Options
Outstanding |
|
Aggregate Number of
Shares Underlying Outstanding Restricted Stock
Units |
Crawford W. Beveridge |
|
45,000 |
|
8,300 |
J.
Hallam Dawson |
|
40,000 |
|
9,964 |
Thomas Georgens |
|
|
|
8,300 |
Per-Kristian Halvorsen |
|
40,000 |
|
10,186 |
Mary
T. McDowell |
|
45,000 |
|
10,407 |
Lorrie M. Norrington |
|
50,000 |
|
10,518 |
Betsy Rafael |
|
|
|
8,300 |
Stacy J. Smith |
|
50,000 |
|
9,964 |
Steven M. West |
|
|
|
8,300 |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth
certain information concerning the beneficial ownership of Autodesks Common
Stock as of March 31, 2015, for each person or entity who is known by Autodesk
to own beneficially more than 5% of the outstanding shares of Autodesk Common
Stock, each of Autodesks directors (including the nominees for directors), each
of the named executive officers, and all directors and executive officers as a
group.
5% Stockholders, Directors and Officers
(1) |
|
Common Stock Beneficially Owned
(2) |
|
Percentage Beneficially Owned
(3) |
Principal
Stockholders: |
|
|
|
|
|
The Vanguard Group,
Inc. (4) |
|
17,169,012 |
|
7.5 |
% |
Soroban Capital GP LLC (5) |
|
16,167,814 |
|
7.1 |
% |
Clearbridge
Investments, LLC (6) |
|
14,577,116 |
|
6.4 |
% |
Lone Pine Capital LLC (7) |
|
14,463,336 |
|
6.3 |
% |
BlackRock, Inc.
(8) |
|
13,673,395 |
|
6.0 |
% |
Non-Employee
Directors: |
|
|
|
|
|
Crawford W. Beveridge
(9) |
|
73,773 |
|
|
* |
J. Hallam Dawson (10) |
|
83,936 |
|
|
* |
Tom Georgens |
|
8,308 |
|
|
* |
Per-Kristian Halvorsen (11) |
|
57,052 |
|
|
* |
Mary T. McDowell
(12) |
|
67,533 |
|
|
* |
Lorrie M. Norrington (13) |
|
61,378 |
|
|
* |
Betsy Rafael |
|
|
|
|
* |
Stacy J. Smith (14) |
|
71,864 |
|
|
* |
Steven M.
West |
|
24,905 |
|
|
* |
Named Executive
Officers: |
|
|
|
|
|
Carl Bass
(15) |
|
584,799 |
|
|
* |
R. Scott Herren (16) |
|
|
|
|
* |
Steven M. Blum
(17) |
|
103,374 |
|
|
* |
Pascal W. Di Fronzo (18) |
|
35,390 |
|
|
* |
Jan Becker |
|
55,167 |
|
|
* |
Mark J. Hawkins |
|
|
|
|
* |
All directors and
executive officers as a group (14 individuals) (19) |
|
1,227,479 |
|
|
* |
____________________
2015 Proxy Statement
70
Table of Contents
* Represents less than one
percent (1%) of the outstanding Common Stock.
|
(1) |
|
Unless otherwise
indicated in their respective footnote, the address for each listed person
is c/o Autodesk, Inc., 111 McInnis Parkway, San Rafael, California
94903. |
|
(2) |
|
The number and
percentage of shares beneficially owned is determined in accordance with
Rule 13d-3 of the Exchange Act, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under Rule
13d-3, beneficial ownership includes any shares the individual or entity
has the right to acquire within 60 days of March 31, 2015, through the
exercise of any stock option or other right. Unless otherwise indicated in
the footnotes, each person or entity has sole voting and investment power
(or shares such powers with his or her spouse) with respect to the shares
shown as beneficially owned. |
|
(3) |
|
The total number of
shares of Common Stock outstanding as of March 31, 2015, was
229,123,864. |
|
(4) |
|
As of December 31,
2014, the reporting date of The Vanguard Group, Inc.s most recent filing
with the SEC pursuant to Section 13(g) of the Exchange Act filed on
February 9, 2015, The Vanguard Group, Inc. was deemed to have sole voting
power with respect to 394,091 shares, sole dispositive power with respect
to 16,797,836 shares, shared voting power with respect to 0 shares, and
shared dispositive power with respect to 371,176 shares. The address of
The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA
19355. |
|
(5) |
|
As of December 31,
2014, the reporting date of Soroban Capital GP LLC's most recent filing
with the SEC pursuant to Section 13(g) of the Exchange Act filed on
February 17, 2015, Soroban Capital GP LLC, Soroban Capital Partners LP,
Soroban Capital Partners GP LLC and Eric W. Mandelblatt were deemed to
have shared voting and dispositive power with respect to 16,167,814
shares, of which Soroban Master Fund LP held shared voting and dispositive
power with respect to 12,513,527 shares. None of those parties held sole
voting and dispositive power with respect to the shares. The address of
Soroban Capital GP LLC, Soroban Capital Partners GP LP, Soroban Capital
Partners GP LLC and Eric W. Mandelblatt is 444 Madison Avenue, 21st Floor,
New York, NY 10022. The address of Soroban Master Fund, LP is 45 Market
Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands. |
|
(6) |
|
As of December 31,
2014, the reporting date of Clearbridge Investments, LLC's most recent
filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on
February 17, 2015, Clearbridge Investments, LLC was deemed to have sole
voting power with respect to 14,198,592 shares, sole dispositive power
with respect to 14,577,116 shares, and shared voting and shared
dispositive power with respect to 0 shares. The address of Clearbridge
Investments, LLC is 620 8th Avenue, New York, NY 10018. |
|
(7) |
|
As of December 31,
2014, the reporting date of Lone Pine Capital LLC's most recent filing
with the SEC pursuant to Section 13(g) of the Exchange Act filed on
February 17, 2015, Lone Pine Capital LLC held shares between Stephen F.
Mandel, Jr., which were deemed to have sole voting and dispositive power
with respect to 0 shares, and shared voting and dispositive power with
respect to 14,463,336 shares. The address of Lone Pine Capital LLC and
Stephen F Mandel, Jr. is Two Greenwich Plaza, Greenwich, CT
06830. |
|
(8) |
|
As of December 31,
2014, the reporting date of BlackRock, Inc.s most recent filing with the
SEC pursuant to Section 13(g) of the Exchange Act filed on January 12,
2015, BlackRock, Inc. was deemed to have sole voting power with respect to
11,711,892 shares, sole dispositve power with respect to 13,661,720
shares, and shared voting and dispositive power with respect to 11,675
shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York,
NY 10022. |
|
(9) |
|
Includes 40,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(10) |
|
Includes 40,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(11) |
|
Includes 35,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(12) |
|
Includes 45,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(13) |
|
Includes 50,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(14) |
|
Includes 50,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(15) |
|
Includes 300,000
shares subject to options exercisable within 60 days of March 31, 2015.
Includes 90,057 shares held by an irrevocable trust, as to which Mr. Bass
holds sole voting rights, but no dispositive rights, as special voting
trustee. Mr. Bass disclaims beneficial ownership of the shares held in
trust except to the extent of his pecuniary interest. |
|
(16) |
|
Upon commencement of
his employment on November 3, 2014, Mr. Herren was granted 36,000 RSUs,
none of which vest within 60 days of March 31, 2015. |
|
(17) |
|
Includes 50,000
shares subject to options exercisable within 60 days of March 31,
2015. |
|
(18) |
|
Includes 6,875 shares
subject to options exercisable within 60 days of March 31,
2015. |
|
(19) |
|
Includes 616,875
shares subject to options exercisable, and RSUs that vest, within 60 days
of March 31, 2015. |
2015 Proxy Statement
71
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS
Review, Approval or Ratification
of Related Person Transactions
Autodesk's Related Party
Transactions Policy states that all transactions between or among Autodesk and
its wholly-owned subsidiaries and any Related Party, as defined in the Policy,
requires the prior written approval of the Chief Financial Officer. Non-routine
transactions with vendors and suppliers to Autodesk and its wholly-owned
subsidiaries require the prior written approval of the Corporate Controller. In
addition, in accordance with our Code of Business Conduct and the charter for
the Audit Committee, our Audit Committee reviews and approves in advance any
proposed related person transactions. Any related person transaction will be
disclosed in an SEC filing as required by the rules of the SEC. For purposes of
these procedures, related person and transaction have the meanings contained
in Item 404 of Regulation S-K.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange
Act requires our directors and executive officers, and persons who own more than
10% of a registered class of our equity securities, to file reports of ownership
on Form 3 and changes in ownership on Form 4 or 5 with the SEC and the NASDAQ.
Such executive officers, directors and stockholders also are required by SEC
rules to furnish us with copies of all Section 16(a) forms that they file.
Based solely on our review of
the copies of such reports furnished to us and written representations that no
other reports were required to be filed during fiscal 2015, we are not aware of
any late Section 16(a) filings.
REPORT OF THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
The Audit Committee is a
committee of the Board consisting solely of independent directors as required by
the listing standards of the NASDAQ and rules of the SEC. The Audit Committee
operates under a written charter approved by the Board, which is available on
Autodesk's website at www.autodesk.com under Investor RelationsCorporate
Governance. The composition of the Audit Committee, the attributes of its
members and the responsibilities of the Audit Committee, as reflected in its
charter, are intended to be in accordance with applicable requirements for
corporate audit committees. The Audit Committee reviews and assesses the
adequacy of its charter and the Audit Committees performance on an annual
basis.
As described more fully in its
charter, the Audit Committees role includes the oversight of our financial,
accounting and reporting processes; our system of internal accounting and
financial controls; and oversight of the management of risks associated with the
Companys financial reporting, accounting and auditing matters. The Audit
Committee oversees the appointment, compensation, engagement, retention,
termination and services of our independent registered public accounting firm,
Ernst & Young LLP, including conducting a review of its independence;
reviewing and approving the planned scope of our annual audit; overseeing Ernst
& Young LLPs audit work; reviewing and pre-approving any audit and
permissible non-audit services and fees that may be performed by Ernst &
Young LLP; reviewing with management and Ernst & Young LLP compliance by
Autodesk with establishing and maintaining an adequate system of internal
financial and disclosure controls; reviewing our critical accounting policies
and the application of accounting principles; monitoring the rotation of
partners of Ernst & Young LLP on our audit engagement team as required by
regulation; reviewing the Companys treasury policies and tax positions; and
overseeing the performance of our internal audit function. The Audit Committee
establishes and oversees compliance by Autodesk with the procedures for handling
complaints regarding accounting, internal accounting controls, or auditing
matters, including procedures for confidential, anonymous submission of concerns
by employees regarding accounting and auditing matters. The Audit Committees
role also includes meeting to review our annual audited financial statements and
quarterly financial statements with management and Ernst & Young LLP. The
Audit Committee held 13 meetings during fiscal 2015. Management is responsible
for the quarterly and annual financial statements and the reporting process,
including the systems of internal controls. Ernst & Young LLP is responsible
for expressing an opinion on the
2015 Proxy Statement
72
Table of Contents
conformity of our audited
financial statements with generally accepted accounting principles. Within this
context, the Audit Committee reviewed and discussed the audited financial
statements for fiscal 2015 with management and Ernst & Young LLP.
The Audit Committee has
received the written disclosures and letter from Ernst & Young LLP required
by applicable requirements of the Public Company Accounting Oversight Board
regarding Ernst & Young LLPs communications with the Audit Committee
concerning independence, has discussed with Ernst & Young LLP the
independence of that firm, and has considered whether the provision of non-audit
services was compatible with maintaining the independence of that firm. In
addition, the Audit Committee has discussed with Ernst & Young LLP the
matters required to be discussed by Public Company Accounting Oversight Board
Auditing Standard No. 16, Communications with Audit Committees. The Audit
Committee also discussed with management and with Ernst & Young LLP the
evaluation of Autodesks internal controls and the effectiveness of Autodesks
internal control over financial reporting, as required by Section 404 of the
Sarbanes-Oxley Act of 2002.
The Audit Committee discussed
with Autodesks internal and independent auditors the overall scope and plans
for their respective audits. In addition, the Audit Committee met with the
internal and the independent auditors, with and without management present, on a
regular basis in fiscal 2015 and discussed the results of their examinations and
the overall quality of Autodesks financial reporting.
On the basis of these reviews
and discussions, the Audit Committee recommended to the Board (and the Board has
approved) that Autodesks audited financial statements be included in Autodesks
Annual Report on Form 10-K for the fiscal year ended January 31, 2015, for
filing with the SEC.
AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS
Lorrie M. Norrington
(Chair)
J. Hallam Dawson
Steven M. West
Betsy Rafael
OTHER MATTERS
The Board does not know of any
other matters to be presented at the Annual Meeting. If any other matters are
properly presented at the Annual Meeting, shares of Common Stock represented by
proxy will be voted in accordance with the discretion of the proxy holders.
It is important that your
shares be represented at the Annual Meeting, regardless of the number of shares
that you hold. Autodesk urges you to vote at your earliest convenience.
|
THE
BOARD OF DIRECTORS |
April 28, 2015 |
|
San
Rafael, California |
|
2015 Proxy Statement
73
Table of Contents
Appendix
A
AUTODESK, INC.
2012 EMPLOYEE STOCK
PLAN
(AS AMENDED AND RESTATED
EFFECTIVE
AS OF JUNE 10,
2015)*1
1. Purposes of the Plan. The
purposes of this 2012 Employee Stock Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to Employees, and to promote the success of the Companys
business.
2. Definitions. As used herein, the following definitions shall apply:
|
(a) |
|
Administrator means
the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan. |
|
(b) |
|
Applicable Laws
means the requirements
relating to the administration of equity compensation plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code,
any stock exchange or quotation system on which the Shares are listed or
quoted and the applicable laws of any other country or jurisdiction where
Awards are granted under the Plan. |
|
(c) |
|
Award means,
individually or collectively, a grant under the Plan of Incentive Stock
Options, Nonqualified Stock Options, Restricted Stock or Restricted Stock
Units. |
|
(d) |
|
Award
Agreement means the
written or electronic agreement setting forth the terms and conditions
applicable to each Award granted under the Plan. |
|
(e) |
|
Board means the Board of
Directors of the Company. |
|
(f) |
|
Change
of Control means the
occurrence of any of the following events, in one or a series of related
transactions: |
|
|
|
(i) |
any person, as such
term is used in Sections 13(d) and 14(d) of the Exchange Act, other than
the Company, a subsidiary of the Company or a Company employee benefit
plan, including any trustee of such plan acting as trustee, is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the Companys then
outstanding securities entitled to vote generally in the election of
directors; or |
|
|
|
(ii) |
a merger or
consolidation of the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;
or |
|
|
|
(iii) |
the sale or
disposition by the Company of all or substantially all the Companys
assets; or |
|
|
|
(iv) |
a change in the
composition of the Board, as a result of which fewer than a majority of
the Directors are Incumbent Directors. Incumbent Directors shall mean
Directors who either (A) are Directors as of the date this Plan is
approved by the Board, or (B) are elected, or nominated for election, to
the Board with the affirmative votes of at least a majority of the
Directors and whose election or nomination was not in connection with any
transaction described in (i) or (ii) above or in connection with an actual
or threatened proxy contest relating to the election of directors of the
Company. |
|
(g) |
|
Code means the Internal Revenue
Code of 1986, as amended. Reference to a specific section of the Code or
regulation thereunder shall include such section or regulation, any valid
regulation promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing or
superseding such section or
regulation. |
____________________
1 * The Plan was
originally adopted by the Board on November 7, 2011 and approved by the
stockholders on January 6, 2012. The Plan was amended and restated via Board
approval on November 15, 2013, and was approved by the stockholders on January
14, 2014, to become effective on January 14, 2014. The Plan was further amended
and restated via Board approval on March 12, 2015, and was approved by the
stockholders on June 10, 2015, to become effective on June 10, 2015.
2015 Proxy Statement
Appendix A
Table of Contents
|
(h) |
Committee means a Committee appointed
by the Board in accordance with Section 4 of the Plan. |
|
(i) |
Common Stock means the Common Stock of
the Company. |
|
(j) |
Company means Autodesk, Inc., a
Delaware corporation, or any successor thereto. |
|
(k) |
Date of Grant means, with respect to an
Award, the date that the Award is granted and its exercise price is set
(if applicable), consistent with Applicable Laws and applicable financial
accounting rules. |
|
(l) |
Director means a member of the
Board. |
|
(m) |
Disability means total and permanent
disability as defined in Section 22(e)(3) of the Code. |
|
(n) |
Earnings Per Share means, as to any
Performance Period, fully diluted earnings per share of the Company, a
business unit or an industry group, as defined by generally accepted
accounting principles. |
|
(o) |
Effective Date means January 6,
2012. |
|
(p) |
Employee means any person employed
by the Company or any Parent or Subsidiary of the Company. An Employee
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute
or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then three (3) months
following the 91st day of such leave any Incentive Stock Option held by
the Participant shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock
Option. |
|
(q) |
Exchange Act means the Securities
Exchange Act of 1934, as amended. Reference to a specific section of the
Exchange Act or regulation thereunder shall include such section or
regulation, any valid regulation promulgated under such section, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation. |
|
(r) |
Fair Market Value means, as of any
date, the value of Common Stock determined as follows: |
|
|
|
(i) |
If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market of the National Association of
Securities Dealers, Inc. Automated Quotation (Nasdaq) System, the Fair
Market Value of a Share of Common Stock shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted
on such system or exchange (or the exchange with the greatest volume of
trading in Common Stock) on the day of determination; or |
|
|
|
(ii) |
In the absence of an established market for
the Common Stock, the Fair Market Value shall be determined in good faith
by the Administrator. |
|
|
|
(iii) |
If Fair Market Value is to be determined as
of a date which is not a date on which the Common Stock is traded, then
the Fair Market Value on such date shall be the Fair Market Value on the
next subsequent trading date. |
|
(s) |
Fiscal Year means a fiscal year of the
Company. |
|
(t) |
Incentive Stock Option means an Option
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder. |
|
(u) |
Net Income means, as to any
Performance Period, net income for the Performance Period of the Company,
a business unit or an industry group, as defined by generally accepted
accounting principles. |
|
(v) |
Nonqualified Stock Option means an Option not intended to qualify as
an Incentive Stock Option. |
|
(w) |
Notice of Grant means a written or electronic notice
evidencing certain terms and conditions of an individual Award. The Notice
of Grant is part of the Award Agreement. |
|
(x) |
Operating Margins means the ratio of Operating Income to
Revenue. |
|
(y) |
Operating Income means income from operations of the
Company, a business unit or an industry group, as defined by generally
accepted accounting principles. |
|
(z) |
Option means an Incentive Stock Option or
Nonqualified Stock Option granted pursuant to the Plan. |
|
(aa) |
Parent means a parent
corporation, whether now or hereafter existing, as defined in Section
424(e) of the Code. |
|
(bb) |
Participant means the holder of an outstanding Award
granted under the Plan. |
|
(cc) |
Performance Goals means the goal(s) (or combined goal(s))
determined by the Administrator (in its discretion) to be applicable to a
Participant with respect to Awards of Restricted Stock or Restricted Stock
Units. Such Performance Goals may be made applicable to Awards which are
intended to comply with Section 162(m) of the Code, as well as Awards
which not intended to comply with Section 162(m) of the Code. As
determined by the Administrator, the Performance
|
2015 Proxy Statement
Appendix A
Table of Contents
|
|
Goals applicable to
an Award may provide for a targeted level or levels of achievement using
one or more of the following measures: (a) Revenue, (b) Earnings Per
Share, (c) Net Income, (d) Operating Margins, (e) Total Stockholder
Return, (f) recurring revenue (including annualized), (g) bookings, (h)
billings, (i) number of customers, (j) objective customer indicators, (k)
expenses, (l) cost reduction goals, (m) economic value added, (n) cash
flow (including operating cash flow or free cash flow), (o) cash flow per
share, and (p) sales or revenue targets, including product or product
family targets. The Performance Goals may differ from Participant to
Participant and from Award to Award. Any criteria used may be measured, as
applicable, (i) on Pro Forma numbers, (ii) in absolute terms, (iii) in
relative terms (including, but not limited, the passage of time and/or
against other companies or financial metrics), (iv) on a per share and/or
share per capita basis, (v) against the performance of the Company as a
whole or against particular segments, business units, industry groups or
products of the Company and/or (vi) on a pre-tax or after-tax basis. Prior
to the date on which such Performance Goals are determined, the
Administrator shall stipulate whether any element(s) (for example, but not
by way of limitation, the effect of mergers or acquisitions) shall be
included in or excluded from the calculation of any Performance Goal with
respect to any Participants (notwithstanding any other provision of the
Plan, whether or not such determinations result in any Performance Goal
being measured on a basis other than generally accepted accounting
principles). Such stipulation may also be made after the date such
Performance Goals are determined to the extent that such stipulation would
not violate Section 162(m) of the Code. |
|
(dd) |
Performance Period means any Fiscal Year or such longer
period as determined by the Administrator in its sole discretion.
|
|
(ee) |
Period of Restriction means the period during which the transfer
of Shares of Restricted Stock are subject to restrictions and therefore,
the Shares are subject to a substantial risk of forfeiture. As provided in
Section 9, such restrictions may be based on the passage of time, the
achievement of target levels of performance, or the occurrence of other
events as determined by the Administrator, in its discretion.
|
|
(ff) |
Plan means this 2012 Employee Stock Plan, as set forth in this
instrument and as hereafter amended from time to time. |
|
(gg) |
Pro Forma means calculation of a Performance Goal in
a manner that excludes certain non-recurring, unusual or non-cash expenses
or credits, such as restructuring expenses, extraordinary tax events,
expenses or credits related to equity compensation or the like,
acquisition related expenses and charges, extraordinary items, income or
loss from discontinued operations, and/or gains or losses from early
extinguishment of debt instead of conforming to generally accepted
accounting principles. |
|
(hh) |
Restricted Stock means an Award granted to a Participant
pursuant to Section 9. |
|
(ii) |
(ii) Restricted Stock Unit means an Award granted to a Participant pursuant
to Section 10. |
|
(jj) |
Revenue
means net sales for the Performance Period of the Company, a business unit
or an industry group, as defined by generally accepted accounting
principles. |
|
(kk) |
Rule 16b-3 means Rule 16b-3 of the Exchange Act or
any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan. |
|
(ll) |
Section 16(b) means Section 16(b) of the Securities
Exchange Act of 1934, as amended. |
|
(mm) |
Share
means a share of the Common Stock, as adjusted in accordance with Section
13 of the Plan. |
|
(nn) |
Subsidiary means a subsidiary corporation, whether
now or hereafter existing, as defined in Section 424(f) of the Code.
|
|
(oo) |
Total Stockholder Return means the total return (change in share
price plus reinvestment of any dividends) of a share of the Companys
common stock. |
|
|
|
3. Stock Subject to the Plan.
|
|
|
|
(a) |
Subject to the
provisions of Section 13 of the Plan, the maximum aggregate number of
Shares which may be issued under the Plan is equal to 30,550,000 Shares
plus that number of Shares remaining for issuance under the 2008 Employee
Stock Plan as of January 6, 2012, not to exceed 8,500,000 Shares, plus
that number of Shares that are subject to equity awards granted under the
2008 Employee Stock Plan, the 2008 Employee Stock Plan (as amended and
restated), the 2006 Employee Stock Plan and the 1996 Stock Plan
(collectively, the Prior Plans) which are outstanding as of January 6,
2012, not to exceed 6,000,000 Shares, and thereafter terminate, expire,
lapse or are forfeited for any reason and which following the termination,
expiration, lapse or forfeiture of such awards do not again become
available for issuance under the Prior Plans, with the maximum aggregate
total of Shares which may be issued under the Plan not to exceed
45,050,000 Shares. |
2015 Proxy Statement
Appendix A
Table of Contents
|
(b) |
The Shares
may be authorized, but unissued, or reacquired Common Stock. Subject to
Section 3(c) hereof, if an Award expires or becomes unexercisable without
having been exercised in full, or with respect to Restricted Stock or
Restricted Stock Units, is forfeited to or repurchased by the Company, the
unpurchased Shares (or for Awards other than Options, the forfeited or
repurchased Shares) which were subject thereto will become available for
future grant or sale under the Plan (unless the Plan has terminated).
Shares that have actually been issued under the Plan under any Award will
not be returned to the Plan and will not become available for future
distribution under the Plan; provided, however, that if unvested Shares of
Restricted Stock or Restricted Stock Units are repurchased by the Company
or are forfeited to the Company, such Shares will become available for
future grant under the Plan. Shares used to pay the tax and exercise price
of an Award will not become available for future grant or sale under the
Plan. To the extent an Award under the Plan is paid out in cash rather
than Shares, such cash payment will not result in reducing the number of
Shares available for issuance under the Plan. Notwithstanding the
foregoing and, subject to adjustment provided in Section 13, the maximum
number of Shares that may be issued upon the exercise of Incentive Stock
Options shall equal the aggregate Share number stated in Section 3(a),
plus, to the extent allowable under Section 422 of the Code, any Shares
that become available for issuance under the Plan under this Section
3(b). |
|
(c) |
Notwithstanding anything to the contrary, each Share subject to an
Incentive Stock Option or Nonqualified Stock Option shall be counted
against the Shares authorized for issuance under the Plan as one Share.
Each Share subject to an Award of Restricted Stock or Restricted Stock
Units shall be counted against the Shares authorized for issuance under
the Plan as 1.79 Shares. Each Share which is subject to an Award of
Restricted Stock or Restricted Stock Units granted under the Plan which is
forfeited to or repurchased by the Company pursuant to Section 3(b) hereof
shall count as having returned 1.79 Shares to the total of number of
Shares which are available for future grant or sale under the
Plan. |
4. Administration of the Plan.
|
(a) |
Procedure.
|
|
|
|
(i) |
Multiple
Administrative Bodies. The Plan may be administered by the Board or
different Committees with respect to different groups of
Employees. |
|
|
|
(ii) |
Section
162(m). To the extent that
the Administrator determines it to be desirable to qualify Awards granted
hereunder as performance-based compensation within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee
of two or more outside directors within the meaning of Section 162(m) of
the Code. |
|
|
|
(iii) |
Rule
16b-3. To the extent
desirable to qualify transactions hereunder as exempt under Rule 16b-3,
the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3. |
|
|
|
(iv) |
Other
Administration. Other than
as provided above, the Plan shall be administered by (A) the Board or (B)
a Committee, which committee shall be constituted to satisfy Applicable
Laws. |
|
(b) |
Powers of the
Administrator. Subject to
the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:
|
|
|
|
(i) |
to
determine the Fair Market Value of the Common Stock, in accordance with
Section 2(r) of the Plan; |
|
|
|
(ii) |
to select
the Employees to whom Awards may be granted hereunder; |
|
|
|
(iii) |
to
determine whether and to what extent Awards are granted
hereunder; |
|
|
|
(iv) |
to
determine the number of Shares to be covered by each Award granted
hereunder; |
|
|
|
(v) |
to approve
forms of agreement for use under the Plan; |
|
|
|
(vi) |
to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Award granted hereunder. With respect to Options, such terms
and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised, based in each case on such
factors as the Administrator, in its sole discretion, shall
determine; |
|
|
|
(vii) |
to construe and
interpret the terms of the Plan and Awards granted hereunder;
|
|
|
|
(viii) |
to prescribe, amend
and rescind rules and regulations relating to the Plan, including rules
and regulations relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax laws;
|
2015 Proxy Statement
Appendix A
Table of Contents
|
|
|
(ix) |
to modify or amend each Award (not inconsistent with the terms of
the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan; |
|
|
|
(x) |
to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by
the Administrator; |
|
|
|
(xi) |
to allow Participants to satisfy withholding tax obligations in
such manner as may be determined by the Administrator in accordance with
the terms of the Plan; |
|
|
|
(xii) |
to determine the
terms and restrictions applicable to Awards; and |
|
|
|
(xiii) |
to make all other
determinations deemed necessary or advisable for administering the Plan.
|
|
(c) |
Effect of Administrators
Decision. The
Administrators decisions, determinations and interpretations shall be
final and binding on all Participants and any other holders of Awards and
shall be given the maximum deference permitted by
law. |
5. Eligibility. Awards may be
granted only to Employees.
6. No
Employment Rights. Neither the
Plan nor any Award shall confer upon a Participant any right with respect to
continuing the Participants employment with the Company or its Subsidiaries,
nor shall they interfere in any way with the Participants right or the
Companys or Subsidiarys right, as the case may be, to terminate such
employment at any time, with or without cause or notice.
7. Term of Plan. The Plan
shall become effective on January 6, 2012 and continue in effect, unless
terminated earlier, until June 30, 2022.
8. Stock Options.
|
(a) |
Grant of
Options. Subject to the
terms and provisions of the Plan, Options may be granted to Employees at
any time and from time to time as determined by the Administrator in its
sole discretion. The Administrator, in its sole discretion, shall
determine the number of Shares subject to each Option, provided that
during any Fiscal Year, no Participant shall be granted Options covering
more than a total of 1,500,000 Shares; provided, however, that such limit shall be 3,000,000 Shares
in the Participants first Fiscal Year of Company service. The
Administrator may grant Incentive Stock Options, Nonstatutory Stock Options, or a combination
thereof. |
|
(b) |
Term. The term of
each Option shall be stated in the Notice of Grant; provided, however, that the term shall be no longer than ten
(10) years from the Date of Grant. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be no longer than five (5) years from the
Date of Grant. Subject to the five (5) and ten (10) year limits set forth
in the preceding sentence, the Administrator may, after an Option is
granted, extend the maximum term of the Option. Unless otherwise
determined by the Administrator, any extension of the term of an Option
pursuant to this Section 8(b) shall comply with Code Section 409A.
|
|
(c) |
Option Exercise
Price. The per share
exercise price for the Shares to be issued pursuant to exercise of an
Option shall be determined by the Administrator and shall be no less than
100% of the Fair Market Value per share on the Date of Grant;
provided,
however, that in the case
of an Incentive Stock Option granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the Date of Grant.
|
|
|
|
|
|
Notwithstanding the
foregoing, in the event that the Company or a Subsidiary consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition
of property or stock from an unrelated corporation), persons who become
Employees on account of such transaction may be granted Options in
substitution for options granted by their former employer. If such
substitute Options are granted, the Administrator, in its sole discretion
and consistent with Section 424(a) of the Code, may determine that such
substitute Options shall have an exercise price less than one hundred
percent (100%) of the Fair Market Value of the Shares on the Date of
Grant. |
2015 Proxy Statement
Appendix A
Table of Contents
|
(d) |
No
Repricing. The exercise
price for an Option may not be reduced without the consent of the
Companys stockholders. This shall include, without limitation, a
repricing of the Option as well as an Option exchange program whereby the
Participant agrees to cancel an existing Option in exchange for (a) Awards
with a lower exercise price, (b) a different type of Award, (c) cash, or
(d) a combination of (a), (b) and/or (c). |
|
(e) |
Waiting Period and Exercise
Dates. At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions which must be
satisfied before the Option may be exercised. In so doing, the
Administrator may specify that an Option may not be exercised until the
completion of a service period or until performance milestones are
satisfied. |
|
(f) |
Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the
time of grant. Subject to Applicable Laws, such consideration may consist
entirely of: |
|
|
|
(i) |
cash; |
|
|
|
(ii) |
check; |
|
|
|
(iii) |
other Shares which
(A) in the case of Shares acquired upon exercise of an option, have been
owned by the Participant for more than six months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which said Option
shall be exercised; |
|
|
|
(iv) |
delivery to the
Company of (A) a properly executed exercise notice together with such
other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and (B) the sale
proceeds required to pay the exercise price; |
|
|
|
(v) |
any combination of
the foregoing methods of payment; or |
|
|
|
(vi) |
such other
consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws; provided, however, that in no case
will loans be permitted as consideration for exercising an Option
hereunder. |
|
|
|
|
|
|
(g) |
Exercise of
Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions as
determined by the Administrator and set forth in the Award Agreement.
|
|
|
An Option may not be exercised for a
fraction of a Share. |
|
|
An
Option shall be deemed exercised when the Company receives:
(i)
written or electronic notice of exercise (in accordance with the Award
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Award Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the name of
the Participant. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the optioned
stock, notwithstanding the exercise of the Option. The Company shall issue
(or cause to be issued) such Share promptly after the Option is exercised.
No adjustment will be made for a dividend or other right for which the
record date is prior to the date the Share is issued, except as provided
in Section 13 of the Plan. |
|
|
Exercising an Option
in any manner shall decrease the number of Shares thereafter available for
sale under the Option, by the number of Shares as to which the Option is
exercised. |
|
(h) |
Termination of
Relationship as an Employee. If a Participant ceases to be an Employee, other than by reason
of the Participants death or Disability, the Participant may exercise his
or her Option within such period of time as is specified in the Award
Agreement, to the extent that the Participant was entitled to exercise it
on the date of termination. In the absence of a specified time in the
Award Agreement, the Option shall
remain exercisable for three (3) months following the date of the
Participants termination, to the extent that the Participant was entitled
to exercise it on the date of termination. |
|
(i) |
Disability. If a
Participant ceases to be an Employee by reason of the Participants
Disability, the Participant may exercise his or her Option for twelve (12)
months following the date of the Participants termination, to the extent
that the Participant was entitled to exercise it on the date of
termination. |
|
(j) |
Death of
Participant. If a
Participant ceases to be an Employee by reason of the Participants death,
the Option may be exercised for twelve (12) months following the date of
the Participants death, to the extent that the Participant was entitled
to exercise it on such date, by the Participants designated
|
2015 Proxy Statement
Appendix A
Table of Contents
|
|
beneficiary, provided
such beneficiary has been designated prior to Participants death in a
form acceptable to the Administrator. If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the
personal representative of the Participants estate or by the person(s) to
whom the Option is transferred pursuant to the Participants will or in
accordance with the laws of descent and distribution. |
|
(k) |
General.
Notwithstanding the foregoing, in no event may the Option be exercised
after its term has expired. If, on the date of termination, the
Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination, the
Participant (or the Participants beneficiary or representative, as the
case may be) does not exercise his or her Option within the time specified
by the Administrator, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan. |
|
(l) |
ISO $100,000
Rule. Each Option shall be
designated in the Notice of Grant as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designations, to
the extent that the aggregate Fair Market Value of Shares subject to a
Participants Incentive Stock Options granted by the Company, any Parent
or Subsidiary, which become exercisable for the first time during any
calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory
Stock Options. For purposes of this Section 8(k), Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of the
Shares shall be determined as of the time of grant.
|
9. Restricted Stock.
|
(a) |
Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Employees as the Administrator, in its sole
discretion, shall determine. The Administrator, in its sole discretion,
shall determine the number of Shares to be granted to each Participant,
provided that during any Fiscal Year, no Participant shall receive more
than a total of 750,000 Shares of Restricted Stock (and/or Restricted
Stock Units); provided,
however, that such limit
shall be 1,500,000 Shares in the Participants first Fiscal Year of
Company service. |
|
(b) |
Restricted Stock Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of
Restriction, the number of Shares granted, and such other terms and
conditions as the Administrator, in its sole discretion, shall determine.
Unless the Administrator determines otherwise, Shares of Restricted Stock
shall be held by the Company as escrow agent until the restrictions on
such Shares have lapsed. |
|
(c) |
Transferability. Except as provided in this Section 9,
Shares of Restricted Stock may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction. |
|
(d) |
Other Restrictions. The Administrator, in its sole discretion,
may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate, in accordance with this Section
9(d). |
|
|
|
(i) |
General
Restrictions. The
Administrator may set restrictions based upon continued employment or
service with the Company and its affiliates, the achievement of specific
performance objectives (Company-wide, departmental, or individual), the
achievement of Performance Goals, applicable federal or state securities
laws, other Applicable Laws, or any other basis determined by the
Administrator in its discretion. |
|
|
|
(ii) |
Section 162(m)
Performance Restrictions.
For purposes of qualifying grants of Restricted Stock as
performance-based compensation under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based upon the
achievement of Performance Goals. The Performance Goals shall be set by
the Administrator on or before the latest date permissible to enable the
Restricted Stock to qualify as performance-based compensation under
Section 162(m) of the Code. In granting Restricted Stock which is intended
to qualify under Section 162(m) of the Code, the Administrator shall
follow any procedures determined by it from time to time to be necessary
or appropriate to ensure qualification of the Restricted Stock under
Section 162(m) of the Code (e.g., in determining the Performance
Goals). |
|
|
|
(iii) |
Legend. The
Administrator, in its discretion, may legend the Shares representing
Restricted Stock to give appropriate notice of such
restrictions. |
|
(e) |
Removal of
Restrictions. Except as
otherwise provided in this Section 9, Shares of Restricted Stock covered
by each Restricted Stock grant made under the Plan shall be released from
escrow as soon as practicable after the last day of the Period of
Restriction. The Administrator, in its discretion, may
|
2015 Proxy Statement
Appendix A
Table of Contents
|
|
accelerate the time at which any
restrictions shall lapse or be removed. After the restrictions have
lapsed, the Participant shall be entitled to have any legend or legends
under Section 9(d)(iii) removed from his or her Share, and the Shares
shall be freely transferable by the Participant. The Administrator (in its
discretion) may establish procedures regarding the release of Shares from
escrow and the removal of legends, as necessary or appropriate to minimize
administrative burdens on the Company. |
|
(f) |
Voting Rights. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those Shares, unless the
Administrator determines otherwise. |
|
(g) |
Dividends and Other
Distributions. During the
Period of Restriction, Participants holding Shares of Restricted Stock
shall be entitled to receive all dividends and other distributions paid
with respect to such Shares unless otherwise provided in the Award
Agreement. Any such dividends or distribution shall be subject to the same
restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid, unless otherwise
provided in the Award Agreement. |
|
(h) |
Return of Restricted Stock to the
Company. On the date set
forth in the Award Agreement, the Restricted Stock for which restrictions
have not lapsed shall revert to the Company and again shall become
available for grant under the Plan. |
10. Restricted Stock Units.
|
(a) |
Grant
of Restricted Stock Units. Restricted
Stock Units may be granted to Employees at any time and from time to time,
as shall be determined by the Administrator, in its sole discretion. The
Administrator shall have complete discretion in determining the number of
Restricted Stock Units granted to each Participant, provided that during
any Fiscal Year, no Participant shall receive more than a total of 750,000
Restricted Stock Units (and/or Shares of Restricted Stock);
provided, however, that such limit shall be 1,500,000 Restricted
Stock Units in the Participants first Fiscal Year of Company
service. |
|
(b) |
Value
of Restricted Stock Units. Each
Restricted Stock Unit shall have an initial value equal to the Fair Market
Value of a Share on the Grant Date. |
|
(c) |
Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall be
evidenced by an Award Agreement that shall specify any vesting conditions,
the number of Restricted Stock Units granted, and such other terms and
conditions as the Administrator, in its sole discretion, shall
determine. |
|
(d) |
Performance Objectives and Other Terms. The Administrator, in its discretion, shall set
performance objectives or other vesting criteria which, depending on the
extent to which they are met, will determine the number or value of
Restricted Stock Units that will be paid out to the Participants. Each
Award of Restricted Stock Units shall be evidenced by an Award Agreement
that shall specify the Performance Period, and such other terms and
conditions as the Administrator, in its sole discretion, shall
determine. |
|
|
|
(i) |
General
Performance Objectives, Performance Goals or Vesting
Criteria. The Administrator
may set performance objectives or vesting criteria based upon the
achievement of Company-wide, departmental, or individual goals,
Performance Goals, applicable federal or state securities laws, or any
other basis determined by the Administrator in its discretion (for
example, but not by way of limitation, continuous service as an Employee).
|
|
|
|
(ii) |
Section 162(m)
Performance Objectives. For
purposes of qualifying grants of Restricted Stock Units as
performance-based compensation under Section 162(m) of the Code, the
Administrator, in its discretion, may determine that the performance
objectives applicable to Restricted Stock Units shall be based on the
achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before
the latest date permissible to enable the Restricted Stock Units to
qualify as performance-based compensation under Section 162(m) of the
Code. In granting Restricted Stock Units that are intended to qualify
under Section 162(m) of the Code, the Administrator shall follow any
procedures determined by it from time to time to be necessary or
appropriate to ensure qualification of the Restricted Stock Units under
Section 162(m) of the Code (e.g., in determining the Performance Goals).
|
|
(e) |
Earning of Restricted Stock Units. After the applicable Performance Period has
ended, the holder of Restricted Stock Units shall be entitled to receive a
payout of the number of Restricted Stock Units earned by the Participant
over the Performance Period, to be determined as a function of the
extent |
2015 Proxy Statement
Appendix A
Table of Contents
|
|
to which the corresponding performance
objectives have been achieved. After the grant of a Restricted Stock Unit,
the Administrator, in its sole discretion, may reduce or waive any
performance objectives for such Restricted Stock Unit. |
|
(f) |
Form and Timing of Payment of Restricted
Stock Units. Payment of
vested Restricted Stock Units shall be made as soon as practicable after
vesting (subject to any deferral permitted under Section 18). The
Administrator, in its sole discretion, may pay Restricted Stock Units in
the form of cash, in Shares or in a combination thereof. |
|
(g) |
Cancellation of Restricted Stock
Units. On the date set
forth in the Award Agreement, all unvested Restricted Stock Units shall be
forfeited to the Company and, except as otherwise determined by the
Administrator, again shall be available for grant under the
Plan. |
11. Leaves of Absence. Unless
the Administrator provides otherwise or except as otherwise required by
Applicable Laws, vesting of Awards granted hereunder shall continue during any
leave of absence approved by the Administrator.
12. Non-Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the
Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the
Administrator deems appropriate; provided, however, that such Award shall in no event be transferable for value.
Notwithstanding the foregoing, a Participant may, if the Administrator (in its discretion) so permits, transfer an Award to
an individual or entity other than the Company. Any such transfer shall be made in accordance with such procedures as the
Administrator may specify from time to time.
13. Adjustments Upon Changes in Capitalization.
|
(a) |
Subject to any
required action by the stockholders of the Company, the number of Shares
covered by each outstanding Award, the number of Shares which have been
authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, as well as the price per Share of Common Stock
covered by each such outstanding Award and the 162(m) Fiscal Year share
issuance limits under Sections 8(a), 9(a) and 10(a) hereof, shall be
proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been effected
without receipt of consideration. Such adjustment shall be made by the
Compensation Committee, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Award. |
|
(b) |
Dissolution or
Liquidation. In the event
of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Participant as soon as practicable prior
to the effective date of such proposed transaction. The Administrator in
its discretion may provide for a Participant to have the right to exercise
his or her Award until ten (10) days prior to such transaction as to all
of the Shares covered thereby, including Shares as to which the Award
would not otherwise be exercisable. In addition, the Administrator may
provide that any Company repurchase option or forfeiture rights applicable
to any Award shall lapse 100%, and that any Award vesting shall accelerate
100%, provided the proposed dissolution or liquidation takes place at the
time and in the manner contemplated. To the extent it has not been
previously exercised, an Award will terminate immediately prior to the
consummation of such proposed action. |
|
(c) |
Change of
Control. In the event of a
Change of Control, each outstanding Award shall be assumed or an
equivalent Award substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. |
|
|
|
|
|
In the event that the
successor corporation refuses to assume or substitute for the Award, the
Participant shall fully vest in and have the right to exercise all of his
or her outstanding Options, including Shares as to which such Awards would
not otherwise be vested or exercisable, all restrictions on Restricted
Stock will lapse and all Restricted Stock Units shall become fully vested;
|
2015 Proxy Statement
Appendix A
Table of Contents
|
|
provided,
however, that, with respect
to Awards with performance-based vesting, including but not limited to
Restricted Stock and Restricted Stock Units, all performance goals or
other vesting criteria will be deemed achieved at one hundred percent
(100%) of target levels and all other terms and conditions met. In
addition, if an Option is not assumed or substituted in the event of a
Change of Control, the Administrator shall notify the Participant in
writing or electronically that the Option shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such
notice, and the Option shall terminate upon the expiration of such period.
|
|
|
|
|
|
For the purposes of
this paragraph, an Award shall be considered assumed if, following the
Change of Control, the Award confers the right to purchase or receive, for
each Share subject to the Award immediately prior to the Change of
Control, the consideration (whether stock, cash, or other securities or
property) received in the Change of Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the
Change of Control is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the
exercise of an Option or upon the payout of the Restricted Stock Unit
Award, for each Share subject to the Award, to be solely common stock of
the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Common Stock in the Change
of Control. |
|
|
|
|
|
Notwithstanding
anything in this Section 13(c) to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more performance goals
will not be considered assumed if the Company or its successor modifies
any of such performance goals without the Participants consent; provided,
however, a modification to such performance goals only to reflect the
successor corporations post-Change of Control corporate structure will
not be deemed to invalidate an otherwise valid Award assumption.
|
14. Amendment and Termination of the Plan.
|
(a) |
Amendment and
Termination. Subject to
Section 8(d) hereof, the Board may at any time amend, alter, suspend or
terminate the Plan; provided, however, that to the extent necessary and
desirable to comply with any Applicable Law, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a
degree as required. |
|
(b) |
Effect of
Amendment or Termination.
No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Participant, unless mutually agreed otherwise
between the Participant and the Administrator, which agreement must be in
writing (or electronic format) and signed by the Participant and the
Company. |
15. Conditions Upon Issuance of Shares.
|
(a) |
Legal
Compliance. Shares shall
not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel
for the Company with respect to such compliance. |
|
(b) |
Investment
Representations. As a
condition to the exercise or receipt of Shares pursuant to an Award, the
Company may require the person exercising or receiving Shares pursuant to
an Award to represent and warrant at the time of any such exercise or
receipt that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is
required. |
2015 Proxy Statement
Appendix A
Table of Contents
16. Liability of Company.
|
(a) |
Inability to
Obtain Authority. The
inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Companys counsel to
be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not
have been obtained. |
|
(b) |
Grants Exceeding
Allotted Shares. If the
Shares covered by an Award exceed, as of the Date of Grant, the number of
Shares which may be issued under the Plan without additional stockholder
approval, such Award shall be void with respect to such excess Shares,
unless stockholder approval of an amendment sufficiently increasing the
number of Shares subject to the Plan is timely obtained in accordance with
Section 14(b) of the Plan. |
17. Reservation of Shares. The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
18. Deferrals. The
Administrator, in its sole discretion, may permit a Participant to defer receipt
of the payment of cash or the delivery of Shares that would otherwise be due to
such Participant under an Award. Any such deferral elections shall be subject to
such rules and procedures as shall be determined by the Administrator in its
sole discretion.
19. Participation. No Employee
shall have the right to be selected to receive an Award under this Plan, or,
having been so selected, to be selected to receive a future Award.
20. No
Rights as Stockholder. Except to
the limited extent provided in Sections 9(f) or 9(g), no Participant (nor any
beneficiary) shall have any of the rights or privileges of a stockholder of the
Company with respect to any Shares issuable pursuant to an Award (or exercise
thereof), unless and until Shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Participant (or beneficiary).
21. Withholding Requirements.
Prior to the delivery of any Shares or cash pursuant to an Award (or exercise
thereof), the Company shall have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy federal, state, local and foreign taxes (including the Participants
FICA obligation) required to be withheld with respect to such Award (or exercise
thereof). Notwithstanding any contrary provision of the Plan, if a Participant
fails to remit to the Company such withholding amount within the time period
specified by the Administrator (in its discretion), the Participants Award may,
in the Administrators discretion, be forfeited and in such case the Participant
shall not receive any of the Shares subject to such Award.
22. Section 409A. To the
extent that the Administrator determines that any Award granted under the Plan
is subject to Section 409A of the Code, the program pursuant to which such Award
is granted and the Award Agreement evidencing such Award shall incorporate the
terms and conditions required by Section 409A of the Code. To the extent
applicable, the Plan and any Award Agreements shall be interpreted in accordance
with Section 409A of the Code and Department of Treasury regulations and other
interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of the Plan or the applicable Award Agreement to
the contrary, in the event that following the Effective Date the Administrator
determines that any Award may be subject to Section 409A of the Code and related
Department of Treasury guidance (including such Department of Treasury guidance
as may be issued after the Effective Date), the Administrator may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Administrator
determines are necessary or appropriate to (a) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits
provided with respect to the Award, or (b) comply with the requirements of
Section 409A of the Code and related Department of Treasury guidance and thereby
avoid the application of any penalty taxes under such Section.
23. Withholding Arrangements.
The Administrator, in its sole discretion and pursuant to such procedures as it
may specify from time to time, may permit or require a Participant to satisfy
all or part of the tax withholding obligations in connection with an Award by
(a) having the Company withhold otherwise deliverable Shares, or (b) delivering
to the Company already-owned Shares having a Fair Market Value equal to the
amount required to be withheld. The amount so withheld shall not exceed the
amount determined by using the minimum federal, state, local or foreign
jurisdiction statutory withholding rates applicable to the Participant with
respect to the Award on the date that the amount of tax to be
2015 Proxy Statement
Appendix A
Table of Contents
withheld is to be
determined. The Fair Market Value of the Shares to be withheld or delivered
shall be determined as of the date that the taxes are required to be withheld.
24. Indemnification. Each
person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan or
any Award Agreement, and (b) from any and all amounts paid by him or her in
settlement thereof, with the Companys approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Companys Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless.
25. Successors. All
obligations of the Company under the Plan, with respect to Awards granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
or assets of the Company.
26. Gender and Number. Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the singular and the
singular shall include the plural.
27. Severability. In the event
any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.
28. Governing Law. The Plan
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of California (with the exception of its conflict of laws
provisions).
29. Captions. Captions are
provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of the Plan.
2015 Proxy Statement
Appendix A
Table of Contents
AUTODESK, INC.
111
MCINNIS PARKWAY
SAN RAFAEL, CA 94903
VOTE BY INTERNET -
www.proxyvote.com
Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF
FUTURE PROXY
If you would like
to reduce the costs incurred by our company in mailing proxy materials, you can
consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any
touch-tone telephone to transmit your voting instructions up until 11:59 P.M.
Eastern Time the day before the cut-off date or meeting date. Have your proxy
card in hand when you call and then follow the instructions.
VOTE BY
MAIL
Mark, sign and date your
proxy card and return it in the postage-paid envelope we have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS: |
|
KEEP THIS PORTION FOR
YOUR RECORDS |
THIS
PROXY CARD
IS VALID
ONLY WHEN SIGNED
AND DATED.
|
DETACH AND RETURN THIS
PORTION ONLY |
The Board of
Directors recommends
you vote FOR the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Election of Directors |
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
1a.
Carl Bass |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1b.
Crawford W. Beveridge |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1c. J. Hallam
Dawson |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1d. Thomas
Georgens |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1e. Per-Kristian Halvorsen
|
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1f. Mary T.
McDowell |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1g. Lorrie M.
Norrington |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1h. Betsy
Rafael |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1i. Stacy J.
Smith |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
1j. Steven M.
West |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
The Board of Directors recommends you vote
FOR proposals 2, 3 and 4: |
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
2.
Ratify the appointment of Ernst
& Young LLP as Autodesk,
Inc.s independent registered public accounting firm for the fiscal year
ending January 31, 2016. |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
Please sign exactly as
your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership
name, by authorized officer.
|
|
|
|
|
For |
|
Against |
|
Abstain |
3. |
|
Approve, on an advisory (non-binding) basis, the compensation of Autodesk, Inc.s named
executive officers. |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
4. |
|
Approve an amendment to the Autodesk, Inc. 2012 Employee Stock Plan
to increase the number of shares reserved for issuance under the plan by
12.5 million. |
|
☐ |
|
☐ |
|
☐ |
NOTE:
Such other business as may properly come before the meeting or any
adjournment thereof.
Signature [PLEASE SIGN WITHIN BOX] |
Date |
Signature (Joint Owners) |
Date |
Table of Contents
Important Notice
Regarding the Availability of Proxy Materials for the Annual
Meeting:
The Combined Document is/are available at www.proxyvote.com.
2015 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF AUTODESK, INC.
The undersigned stockholder of AUTODESK,
INC. (Autodesk), a Delaware corporation, hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April
28, 2015, and hereby appoints Carl Bass and Pascal W. Di Fronzo, or either of
them, proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
2015 Annual Meeting of Stockholders of Autodesk to be held on June 10, 2015, at
3:00 p.m., Pacific time, at The Landmark, One Market Street, 2nd Floor, San
Francisco, CA 94105 and at any adjournment or postponement thereof, and to vote
all shares of common stock that the undersigned would be entitled to vote if
there personally present upon such business as may properly come before the
meeting, including the items on the reverse side of this form.
This proxy, when properly executed,
will be voted as directed, or, if no contrary direction is indicated, will be
voted FOR the election of the nominees named in the Proxy Statement to
Autodesks Board of Directors, FOR the ratification of the appointment of Ernst
& Young LLP as Autodesks independent registered public accounting firm for
the fiscal year ending January 31, 2016, FOR the approval, on an advisory
(non-binding) basis, of the compensation of Autodesks named executive officers
and FOR the approval of an amendment to the Autodesk, Inc. 2012 Employee Stock
Plan to increase the number of shares reserved for issuance under the plan by
12.5 million shares.
In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting.
Autodesk (NASDAQ:ADSK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Autodesk (NASDAQ:ADSK)
Historical Stock Chart
From Apr 2023 to Apr 2024