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
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material Pursuant to §240.14a-12
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Autodesk, Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of
securities to which transaction applies:
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which transaction applies:
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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):
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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.
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Paid:
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Table of
Contents
May 2, 2016
Dear Autodesk Stockholder:
You are cordially invited to
attend Autodesks 2016 Annual Meeting of Stockholders to be held on Wednesday,
June 15, 2016, at 3:00 p.m., Pacific Time, at our San Francisco office, The
Landmark, One Market Street, 2nd Floor, San Francisco, California
94105.
The 2016 Annual Meeting of
Stockholders will be held for the following purposes:
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1.
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To elect the eleven
directors listed in the accompanying Proxy Statement;
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2.
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To ratify the
appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending January 31, 2017;
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3.
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To hold a non-binding
vote to approve compensation for our named executive officers;
and
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4.
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To transact such
other business as may properly come before the Annual
Meeting.
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The accompanying Notice of
2016 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 2016, 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 2016 ANNUAL
MEETING OF STOCKHOLDERS
Time and Date
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Wednesday, June 15, 2016, at 3:00 p.m., Pacific
Time.
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Place
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Autodesks San Francisco office, located at The Landmark, One
Market Street, 2
nd
Floor, San Francisco, California
94105.
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Items of Business
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(1)
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To elect the eleven directors listed in the accompanying Proxy
Statement to serve for the coming year and until their successors are duly
elected and qualified.
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(2)
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To ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year ending
January 31, 2017.
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(3)
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To hold a non-binding vote to approve compensation for our named
executive officers.
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(4)
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To transact such other business as may properly come before the
Annual Meeting.
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These items of business are more fully
described in the Proxy Statement accompanying this Notice of 2016 Annual
Meeting of Stockholders.
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Adjournments and
Postponements
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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.
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Record Date
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You are entitled to vote
if you were a stockholder as of the close of business on April 19,
2016.
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Voting
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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 2016 Annual Meeting and Procedural Matters” beginning on page 1 of the Proxy
Statement and the instructions on the Notice of Internet
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.
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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 May 2, 2016.
Table of
Contents
TABLE OF
CONTENTS
Table of
Contents
Table of
Contents
PROXY STATEMENT FOR 2016 ANNUAL MEETING OF
STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THE 2016 ANNUAL MEETING OF
STOCKHOLDERS AND PROCEDURAL MATTERS
Stock
Ownership, Quorum and Voting
Q:
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Who is entitled to vote at
the Annual Meeting?
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A: Holders of record of
Autodesks Common Stock, par value $0.01 per share (Common Stock), at the
close of business on April 19, 2016 (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 224,588,789 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting. No shares of Autodesks Preferred Stock were
outstanding.
Q:
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What is the difference
between holding shares as a stockholder of record and as a beneficial
owner?
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A:
Stockholders of record
If
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
owners
Most 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.
2016 Annual Meeting
Q:
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Why am I receiving these
proxy materials?
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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
2016 Annual Meeting of Stockholders, to be held on Wednesday, June 15, 2016, 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 2016
Annual Report.
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2016 Proxy Statement 1
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Table of
Contents
Q:
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Where is the Annual
Meeting?
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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.
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What proposals will be
voted on at the Annual Meeting?
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A: At the Annual Meeting,
stockholders will be asked to vote:
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(1)
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To elect the eleven
directors named in this Proxy Statement to serve for the coming year and
until their successors are duly elected and qualified;
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(2)
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To ratify the
appointment of Ernst & Young LLP as Autodesk's independent registered
public accounting firm for the fiscal year ending January 31, 2017;
and
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(3)
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To approve, on an
advisory basis, the compensation of our named executive
officers.
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Q:
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Can I attend the Annual
Meeting?
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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:
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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 2016
Annual Report?
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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 2017 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:
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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?
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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.
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2016 Proxy Statement 2
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Table of
Contents
Q:
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How many shares must be
present or represented by proxy to conduct business at the Annual
Meeting?
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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:
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What are broker
non-votes?
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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:
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Which ballot measures are
considered routine or non-routine?
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A: The ratification of the appointment of Ernst
& Young LLP as our independent registered public accounting firm for the
fiscal year ending January 31, 2017 (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 eleven directors
listed in the accompanying Proxy Statement (Proposal One) and the advisory vote
on executive compensation (Proposal Three) 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 and
Three.
Q:
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How can I vote my shares in
person at the Annual Meeting?
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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:
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How can I vote my shares
without attending the Annual Meeting?
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A: If you are a stockholder of
record, you may instruct the proxy holders how to vote your shares in one of
three ways:
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by using
the Internet voting site listed on the proxy card and Notice,
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by calling
the toll-free telephone number listed on the proxy card and Notice, or
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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.
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2016 Proxy Statement 3
Table of
Contents
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 14, 2016.
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:
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What is the voting
requirement to approve these proposals?
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A:
Proposal One
A
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 eleven nominees for election as director.
Abstentions and broker non-votes will not affect the outcome of the
election.
Proposal
Two
The 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
Three
The 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.
Q:
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What happens if I do not
cast a vote?
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A:
Stockholders of record
If 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
owners
If 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 and the
non-binding approval of
compensation for our named executive officers. Your broker may not vote your
uninstructed shares with respect to Proposals One and Three.
2016 Proxy Statement
4
Table of
Contents
Q:
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How does the Board
recommend that I vote?
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A: The Board unanimously
recommends that you vote your shares
FOR
the election of each
of the eleven 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, 2017, and
FOR
the approval, on an advisory basis, of the
compensation of our named executive officers.
Q:
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If I sign a proxy, how will
it be voted?
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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:
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What happens if additional
matters are presented at the Annual Meeting?
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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:
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Can I change or revoke my
vote?
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A: If you are a stockholder of
record, there are three ways you can change your vote.
1.
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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.
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2.
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You can attend the
Annual Meeting and vote in person. Simply attending the Annual Meeting
without actually voting will not revoke a proxy.
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3.
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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.
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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.
2016 Proxy Statement 5
Table of
Contents
Q:
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Who will bear the costs of
soliciting votes for the Annual Meeting?
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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 D.F.
King & Co., Inc., 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:
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Where can I find the voting
results of the Annual Meeting?
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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.
Stockholder Proposals and Director
Nominations at Future Meetings
Q:
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What is the deadline to
propose actions for consideration at next years annual meeting of
stockholders or to nominate individuals to serve as
directors?
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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 2017 Annual Meeting of
Stockholders, proposals must be received by Autodesk's General Counsel no later
than January 2, 2017, and must otherwise comply with the requirements of Rule
14a-8 of the Securities Exchange Act of 1934 (the Exchange Act).
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 26 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 2017 Annual Meeting of Stockholders will be from February 16,
2017 to March 18, 2017.
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.
2016 Proxy Statement
6
Table of
Contents
Q:
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How may I obtain a
copy of the bylaw provisions regarding stockholder proposals and director
nominations?
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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:
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What should I do if I
receive more than one set of proxy materials?
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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:
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How may I obtain a separate
Notice or a separate set of proxy materials and Fiscal Year 2016 Annual
Report?
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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 2016 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 2016 Annual Report can request to receive a single copy in the
same manner.
Q:
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What is the mailing address
for Autodesks principal executive offices?
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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 2016
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 15, 2016.
The Proxy Statement and
Annual Report to Stockholders are available at:
https://materials.proxyvote.com/052769
2016 Proxy Statement 7
Table of
Contents
PROPOSAL ONE -
ELECTION OF DIRECTORS
Nominees
Autodesk's Bylaws currently
set the number of directors at 13. Two Board members, J. Hallam Dawson and
Per-Kristian Halvorsen, have notified the Board that they will not stand for
reelection at the Annual Meeting and will no longer serve on the Board following
the Annual Meeting. The Board has amended the Bylaws to reduce the size of the
Board from 13 to 11 directors immediately upon the election of directors at the
Annual Meeting. Accordingly, upon the recommendation of the Corporate Governance
and Nominating Committee, the Board has nominated eleven 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 eleven nominees named below. Your
proxy cannot be voted for more than eleven 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.
Settlement
Agreements
On March 10, 2016, the Company
entered into an agreement with Sachem Head Capital Management LP, Uncas GP LLC,
and Sachem Head GP LLC (together, Sachem Head and such agreement, the Sachem
Settlement Agreement) and an agreement with Eminence Capital, LP and Eminence
GP, LLC (together, Eminence and such agreement, the Eminence Settlement
Agreement, together with the Sachem Settlement Agreement, the Settlement
Agreements) for the purpose of, among other things, resolving a potential proxy
contest pertaining to the election of directors at the Annual Meeting and
effecting an orderly change in the composition of the Companys
Board.
Pursuant to the Settlement
Agreements, the Company appointed each of Scott Ferguson, Rick Hill and Jeff
Clarke (the Settlement Directors) to serve on the Board, effective as of March
11, 2016, and has included the Settlement Directors in the Companys slate of
directors standing for election at the Annual Meeting.
The Settlement Agreements also
contain the following material terms:
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The Board
temporarily adjust the number of seats on the Board from ten (10) to
thirteen (13), which will be reduced to a maximum of eleven (11) following
the 2016 Annual Meeting.
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The Company
has agreed that, only for so long as the Settlement Directors (or their
successors) serve on the Board, such individuals shall have the
opportunity to serve on the respective committees set forth below next to
their names, subject to their fulfillment of any independence or other
requirements under applicable law and the rules and regulations of the
Nasdaq Global Select Market for service on such committee, with effect as
set forth below:
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Rick Hill,
to the Corporate Governance and Nominating Committee; provided, that Mr.
Hills membership on the Corporate Governance and Nominating Committee
shall not be effective until his election at the Annual Meeting;
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Jeff
Clarke, to the Audit Committee; and
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Scott
Ferguson, to the Compensation and Human Resources Committee.
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From the
date of the Settlement Agreements until the Annual Meeting, Sachem Head
and its respective affiliates shall maintain beneficial ownership of at
least 11,601,000 shares of the Companys common stock and Eminence and its
respective affiliates shall maintain beneficial ownership of at least
11,774,329 shares of the Companys common stock, each subject to equitable
adjustments.
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2016 Proxy Statement
8
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If at any
time following the date of the Annual Meeting, Sachem Head and Eminence
and their respective affiliates cease collectively to beneficially own at
least 6,445,000 shares of the Companys common stock and 6,541,294 shares
of the Companys common stock, respectively (collectively, the Minimum
Ownership Obligations), each subject to equitable adjustments, Mr.
Ferguson shall immediately tender his resignation from the Board and any
committee of the Board on which he then sits.
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Each of
Messrs. Hill and Clarke shall resign from the Board in the event that Mr.
Ferguson has resigned from the Board (other than due to the Minimum
Ownership Obligations not being satisfied) unless Sachem Head is entitled
to designate a replacement pursuant to the terms of the Sachem Settlement
Agreement; provided however that the Board may elect not to accept their
resignations.
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Provided
that the Minimum Ownership Obligations have been satisfied during the
Standstill Period (as defined below), if prior to the 2017 annual meeting
of the Companys stockholders (the 2017 Annual Meeting), any Settlement
Director resigns or is rendered unable to serve by reason of death or
disability or otherwise, Sachem Head will be entitled to designate a
replacement of such Settlement Director reasonably acceptable to the Board
and subject to customary qualification, independence and membership
requirements.
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Provided
that the Minimum Ownership Obligations are satisfied, the Board will offer
Scott Ferguson the chair position for any new committee of the Board that
is formed following Mr. Fergusons appointment to address matters arising
out of the purview of the charter of the Compensation & Human
Resources Committee of the Board.
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At all
times prior to the Annual Meeting, the size of the board will not exceed
13 directors and during the Standstill Period and following the completion
of the Annual Meeting until the 2017 Annual Meeting, the size of the Board
will not exceed 11 directors.
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Following
the Annual Meeting and during the Standstill Period, provided the Minimum
Ownership Obligations are satisfied, the Compensation and Human Resources
Committee shall consist of Mr. Ferguson, Stacy Smith and Mary McDowell,
with Ms. McDowell remaining the chairperson of such committee, and the
size and composition of such committee shall not be changed without the
unanimous approval of all three members prior to the 2017 Annual
Meeting.
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During the
Standstill Period the Company will not establish an executive committee of
the Board without
approval of two out of the three Settlement
Directors.
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Prior to
the completion of the 2017 Annual Meeting the Board will not, and will not
take any action to cause the Companys stockholders to amend the Companys
consent solicitation process set forth in the Companys
bylaws.
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Further,
Sachem Head and Eminence have agreed to observe voting and standstill
provisions during the period beginning on the date of the Settlement
Agreements until the date that is the later of (i) September 30, 2016, and
(ii) the earlier of (x) the date on which both (A) Scott Ferguson (or his
replacement, if applicable) shall no longer be serving as a director of
the Company (other than as a result of the Minimum Ownership Obligations
not being satisfied) and (B) Sachem Head has delivered to the Company a
written notice of Sachem Heads permanent election not to further exercise
Sachem Heads right to designate a successor for Scott Ferguson pursuant
to the Sachem Settlement Agreement (which, for the avoidance of doubt,
Sachem Head shall have no obligation to deliver at any time) and (y)
thirty (30) days prior to the last date pursuant to which stockholder
nominations for director elections are permitted pursuant to the Companys
bylaws with respect to the 2018 annual meeting of the stockholders of the
Company (the Standstill Period). The standstill provisions provide,
among other things, that Sachem Head and Eminence and their respective
affiliates will not directly or indirectly:
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engage in
any solicitation or become a participant as such terms are used in the
proxy rules of the SEC other than at the Boards director or consistent
with the Boards recommendation in connection with such matter, or
publicly disclose how it intends to vote or act, except in certain limited
circumstances;
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form or
join in any group as defined pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, with respect to any of the Companys
voting securities;
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individually beneficially own more than 7% of the Companys voting
securities;
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effect or
seek to effect certain extraordinary transactions or material changes with
the Company;
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enter into
a voting trust or subject any of the Companys voting securities to any
voting trust;
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2016 Proxy Statement 9
Table of
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institute
any litigation against the Company, its directors or its officers, make
any books and records demands against the Company or make application or
demand to a court or other person for an inspection, investigation or
examination of the Company or its subsidiaries or affiliates, except in
certain limited circumstances;
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(i) enter
into or maintain any economic or compensatory arrangements with any
Settlement Directors (other than with Mr. Ferguson in his capacity as the
managing party or managing member of Sachem Head) that depend, directly or
indirectly, on the performance of the Company or its stock price, or (ii)
enter into or maintain any economic or compensatory arrangements with any
other director or nominees for director of the Company;
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other than
sale transactions in which the identity of the purchaser is not known,
sell or agree to sell directly or indirectly, in excess of 1% of the
outstanding shares of Companys common stock or any derivatives relating
to its common stock to any third party that has filed a Schedule 13D with
respect to the Company or run (or publicly announced an intention to run)
a proxy contest or consent solicitation with respect to another company in
the past three years (to the extent known after reasonably inquiry that
such third party has or will have, beneficial ownership of more than 5% of
the Companys common stock); or
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alone or in
concert with others, make any proposal or request that constitutes: (i)
advising, controlling, changing or influencing the Board or management of
the Company, (ii) any material change in the capitalization or dividend
policy of the Company or (iii) any other material change in the Companys
executive management, business, corporate strategy or corporate structure,
except in each case for (w) inadvertent disclosure in a non-public
context, (x) in connection with private discussions with limited partners
or shareholders of Sachem Head or Eminence, as applicable, (y) in
connection with private discussions between Sachem Head and Eminence and
(z) statements that are consistent with the press release being issued in
connection with the Settlement Agreements.
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During the
Standstill Period, the Company, Sachem Head and Eminence shall each
refrain from making, or causing to be made, any public statement or
announcement that relates to and constitutes an ad hominem attack on, or
relates to and otherwise disparages, the Company, Sachem Head and
Eminence, as applicable, or any of their respective officers or directors
or any affiliates or subsidiaries, advisors, employees, as
applicable.
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Sachem Head
and Eminence have agreed to cause the shares of Common Stock over which
they have the right to vote or direct the voting to be present for quorum
purposes and voted (or consent to be given (if applicable)) (i) in favor
of all nominees recommended by the Board, (ii) against any nominees for
director not recommended by the Board, and (iii) against any proposals to
remove any director, at any meeting of the stockholders of the Company (or
in connection with any action by written consent) in which (or through
which) action will be taken with respect to the election or removal of
directors during the Standstill Period.
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Each party
will bear its own costs, fees and expenses in connection with the
Settlement Agreements.
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In accordance with the terms
of the Settlement Agreements, Mr. Ferguson has executed and delivered to the
Company a resignation letter pursuant to which Mr. Ferguson shall resign from
the Board and any committee of the Board on which he sits (i) in accordance with
the Corporate Governance Guidelines of the Company regarding majority voting in
director elections and (ii) if at any time the Minimum Ownership Obligations
have not been satisfied (the Ferguson Resignation Letter). In addition, in
accordance with the terms of the Settlement Agreements, each of Messrs. Hill and
Clarke have executed and delivered to the Company a resignation letter pursuant
to which each of Messrs. Hill and Clarke shall resign from the Board and any
committee of the Board on which he sits (i) in accordance with the Corporate
Governance Guidelines of the Company regarding majority voting in director
elections and (ii) if Mr. Ferguson resigns from the Board other than where such
resignation is due to the Minimum Ownership Obligations not being satisfied or
if Sachem Head is entitled to designate a replacement pursuant to the terms of
the Sachem Settlement Agreement (the Hill/Clarke Resignation Letters, together
with the Ferguson Resignation Letter, the Resignation Letters).
The foregoing is not a
complete description of the terms of the Settlement Agreements, and Resignation
Letters. For a further description of those terms, including copies of the
Settlement Agreements and Resignation Letters, see our Current Report on Form
8-K that we filed with the SEC on March 11, 2016.
2016 Proxy Statement 10
Table of
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THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES LISTED
BELOW.
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Information and Qualifications
The name, age as of March 31,
2016, 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.
2016 Proxy Statement
11
Table of
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Carl Bass
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President and Chief Executive
Officer, Autodesk, Inc.
Age: 58
Director since 2006
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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 has served on the board of directors of HP, Inc. since November 2015
and Zendesk, Inc. since February 2016. 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 HP, Zendesk, 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
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Non-Executive Chairman of the
Board of Directors, Autodesk,
Inc.
Age: 70
Director since 1993
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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.
2016 Proxy Statement 12
Table of
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Jeff Clarke
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Director
Age: 54
Director since 2016
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Mr. Clarke is the Chief
Executive Officer and a member of the Board of Directors of Kodak. Prior
to joining Kodak, Mr. Clarke was a Managing Partner of Augusta Columbia Capital
(ACC), a private investment firm he co-founded in 2012. From 2012 to 2014,
he was the Chairman of Travelport, Inc., a private, travel technology firm,
where he served as CEO from 2006 to 2011, after leading its sale from Cendant
Corporation to the Blackstone Group for $4.3 billion in 2006. Prior to
that, Mr. Clarke was the Chief Operating Officer of CA, Inc., an enterprise
software company, Executive Vice President of Global Operations at HP, and Chief
Financial Officer of Compaq Computer.
Mr. Clarke has served on the
Board of Directors of Red Hat, Inc. since 2008, and also served as a director of
the Compuware Corporation from 2013 to 2014. He served as Chairman of
Orbitz Worldwide, a global online travel agency, from 2007 to 2014.
Mr. Clarke is independent and
has decades of executive experience in the technology industry. Mr. Clarke's
experience at Kodak, Augusta Columbia Capital, Travelport, CA, Inc., HP and
Compaq, including his finance and executive roles, provides him with a strong
understanding of Autodesk's industry, business and international operational
challenges. His experience as a chief financial officer provides him with the
financial acumen necessary to serve on our Audit Committee.
Scott Ferguson
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Director
Age: 42
Director since 2016
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Mr. Ferguson is the Managing
Partner and Portfolio Manager of Sachem Head. Prior to founding Sachem Head, he
spent nine years as a Partner at Pershing Square Capital Management, where he
joined as the firms first investment professional.
Prior to Pershing Square, Mr.
Ferguson earned an M.B.A. from Harvard Business School in 2003 and worked at
American Industrial Partners and McKinsey & Company. Mr. Ferguson graduated
from Stanford University with an A.B. in Public Policy in 1996.
Mr. Ferguson serves on the
Leadership Council of the Robin Hood Foundation, and the Boards of the Henry
Street Settlement and Episcopal Charities, two social service agencies based in
New York.
Mr. Ferguson is independent
and has extensive knowledge of corporate governance practices as a result of his
investment and private equity background. As a result, Mr. Ferguson is qualified
to serve as a member of the Board and its Compensation and Human Resources
Committee.
2016 Proxy Statement 13
Table of
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Thomas Georgens
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Director
Age: 56
Director since 2013
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Mr. Georgens has served as the
Chief Executive Officer and President of NetApp, Inc., a provider of data
management solutions, from August 2009 to June 2015. 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 board of directors of Electronics for Imaging
since April 2008. Mr. Georgens previously served on the board of directors of
NetApp from March 2008 to June 2015.
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.
Richard (Rick) S. Hill
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Director
Age: 64
Director since 2016
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Mr. Hill currently serves as
Chairman of the Board of Directors of Tessera Technologies, Inc. and as a member
of the Boards of Directors of Arrow Electronics, Inc., and Cabot
Microelectronics Corporation. Mr. Hill served as Tesseras Interim Chief
Executive Officer from April 2013 until May 2013. He previously served as
the Chairman and Chief Executive Officer of Novellus Systems Inc., until its
acquisition for more than $3 billion by Lam Research Corporation in June 2012.
During his nearly 20 years leading Novellus Systems, Mr. Hill grew annual
revenues from approximately $60 million to over $1.7 billion. Before
joining Novellus in 1993, Mr. Hill spent 12 years with Tektronix Corporation and
also worked in a variety of engineering and management positions with General
Electric, Motorola and Hughes Aircraft Company.
Mr. Hill is independent and
has extensive experience in the technology industry. With over 35 years of
experience working with various technology companies, he has a firm
understanding of Autodesk's industry, business and technology. Mr. Hill's
experience at Novellus Systems as Chief Executive Officer, and his service on
the boards of directors of Novellus Systems, Tessera Technologies, Inc., Arrow
Electronics, Inc. and Cabot Microelectronics Corporation provide him with the
corporate governance knowledge necessary to serve on our Corporate Governance
and Nominating Committee.
2016 Proxy Statement
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Mary T. McDowell
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Director
Age: 51
Director since 2010
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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.
Lorrie M. Norrington
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Director
Age: 56
Director since 2011
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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
Colgate-Palmolive since September 2015 and HubSpot since September 2013.
Previously, she served on the boards of directors of DIRECTV from February 2011
until it was acquired by AT&T in July 2015; 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 on our
Audit Committee. Also, she is an accredited fellow of the National Association
of Corporate Directors and brings significant governance knowledge to the
Board.
2016 Proxy Statement 15
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Betsy Rafael
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Director
Age: 54
Director since 2013
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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 of
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 Echelon
Corporation since November 2005 and GoDaddy Inc. since May 2014, and previously
served on the board of directors of PalmSource, Inc.
Ms. Rafael 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 as
the Chair of our Audit Committee.
Stacy J. Smith
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Director
Age:
53
Director since
2011
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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.
2016 Proxy Statement 16
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Steven M. West
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Director
Age: 60
Director since 2007
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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.
2016 Proxy Statement 17
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, 2017, 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, 2016, and 2015.
|
|
Fiscal
2016
|
|
Fiscal
2015
|
|
|
(in millions)
|
Audit Fees (1)
|
|
$
|
5.0
|
|
$
|
4.6
|
Audit-Related Fees (2)
|
|
|
0.3
|
|
|
|
Tax
Fees (3)
|
|
|
0.4
|
|
|
0.4
|
All
Other Fees (4)
|
|
|
0.3
|
|
|
0.3
|
Total
|
|
$
|
6.0
|
|
$
|
5.3
|
____________________
(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.
|
(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.
|
2016 Proxy Statement 18
Table of
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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 nonaudit 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.
2016 Proxy Statement 19
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 28 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. 90% of the CEO's and on average 79% of all other named
executive officers' fiscal 2016 total compensation was variable in nature and
at risk, and aligned with Autodesk's financial performance.
The compensation programs are
a balance of performance-orientation and attraction, retention and motivation.
79% of the CEO and on average 65% of all other named executive officers' total
fiscal 2016 target compensation was dependent on Autodesk's long-term
performance.
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 2016, 88% of the votes cast on our Say-on-Pay proposal
were favorable, which reflected strong stockholder support for our executive
compensation programs. In fiscal 2016, we reached out to stockholders
representing over 60% of the outstanding Common Stock. Based on these
communications, the Committee found that our stockholders were generally
supportive of the executive compensation design changes that we have made in
recent years and the alignment between our CEO pay and Autodesk performance. In
addition our stockholders provided us helpful input regarding compensation
design and disclosure. The Committee carefully considered stockholder 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. In recent years, the Committee has made a number of changes to
enhance our compensation program. Some of the programs most notable features
are summarized below.
●
|
Emphasis on variable,
at risk compensation:
90%
of the CEOs and on average 79% of all other NEO's fiscal 2016 total
compensation was variable, at risk, and aligned with Company
performance. A significant component of our variable compensation was
delivered in equity. In fiscal 2016, 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 relative to the companies in the S&P Computer
Software Select Index ("Relative TSR") over one-, two-, and three-year
performance periods.
|
●
|
Long-term performance
orientation:
79% of the
CEOs and on average 65% of all other NEO's fiscal 2016 total compensation
was dependent on Autodesks long-term performance.
|
2016 Proxy Statement 20
Table of
Contents
●
|
Performance metrics
that drive the business model transition:
In fiscal 2016, we used billings and
subscriptions (or, in the case of the CEO, billings, subscriptions and
deferred revenue) for our executive officer cash incentives, and billings,
subscriptions and Relative TSR for our executive officer performance stock
units (PSUs). The metrics reflect drivers of success in our business
model transition. As described in the CD&A, in fiscal 2017, we will
use net new model subscription additions, new model annualized recurring
revenue ("ARR"), non-GAAP total spend and total subscription renewal rate
(or, in the case of the CEO, net new model subscription additions, new
model ARR, non- GAAP total spend, total subscription renewal rate and
deferred revenue) for our executive officer cash incentives, and net new
model subscription additions, new model ARR, non-GAAP total spend, total
subscription renewal rate and Relative TSR for our executive officer PSUs.
|
●
|
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
compensationrelated risk profile and has concluded that our fiscal 2016
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 2016, 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:
●
|
Recruit and retain the
highest caliber of executives through competitive
rewards.
|
●
|
Motivate executive
officers to achieve business and financial goals;
|
●
|
Balance rewards for
short- and long-term performance; and
|
●
|
Align rewards with
stockholder value creation.
|
2016 Proxy Statement 21
Table of
Contents
Within this framework, the
total compensation for each executive officer varies based on multiple
dimensions:
●
|
Whether Autodesk
achieves its short-term and long-term financial and non-financial
objectives, including execution on its business model
transition;
|
●
|
Autodesk TSR relative to
the companies included in the S&P Computer Software Select
Index;
|
●
|
The specific role and
responsibility of the officer;
|
●
|
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.
Our compensation program
emphasizes variable compensation with both annual and long-term performance
components. In fiscal 2016, 90% of the CEOs and on average 79% of all other
NEO's fiscal 2016 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 2016
Say-on-Pay vote, we encourage our stockholders to consider our fiscal 2016
stockholder outreach and the collective changes we have made to the executive
compensation program in recent 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, nonbinding 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.
|
|
2016 Proxy Statement 22
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 Compensation Compensation Discussion and Analysis on page 28 for
additional information regarding Autodesk's stock ownership guidelines.
2016 Proxy Statement 23
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 or were 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
2016 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 nine
meetings (including regularly scheduled and special meetings) during fiscal
2016. 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 2016. 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 Betsy Rafael (Chair), Jeff Clarke, J. Hallam Dawson,
Lorrie M. Norrington and Steven M. West, each of whom is independent as such
term is defined for audit committee members by applicable NASDAQ listing
standards. Mr. Clarke joined the Audit Committee on March 23, 2016 and Mr.
Dawson informed the Board on April 2, 2016 that he would not stand for
re-election to the Board at the Annual Meeting. 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 10
meetings during fiscal 2016.
See Report of the Audit
Committee of the Board of Directors on page 63 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), Scott
Ferguson, 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.
Mr. Ferguson joined the Compensation and Human Resources Committee on March 11,
2016.
|
|
2016 Proxy Statement 24
|
|
Table of Contents
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 Autodesks discretionary employee stock programs. RSUs are
granted automatically to non-employee directors under the nondiscretionary 2012
Outside Directors' Stock Plan.
See Executive
Compensation-Compensation Discussion and Analysis on page 28 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 2016.
The Report of the
Compensation Committee is included in this Proxy Statement on page
44.
Corporate Governance and
Nominating Committee
The Corporate Governance and
Nominating Committee currently consists of Per-Kristian Halvorsen (Chair) and
Crawford W. Beveridge. Mr. Halvorsen informed the Board on April 4, 2016 that he
would not stand for re-election to the Board at the Annual Meeting. Richard S.
Hill will join the Corporate Governance and Nominating Committee effective
immediately after the Annual Meeting, at which point Mr. Crawford will become
the Chair. Each of Messrs. Beveridge, Halvorsen and Hill 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 26.
The Corporate Governance and
Nominating Committee held four meetings during fiscal 2016.
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 nonexecutive 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.
|
|
|
2016 Proxy Statement 25
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Table of Contents
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.
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, Scott Ferguson,
Thomas Georgens and Stacy J. Smith. No director who served as a member of the
Compensation and Human Resources Committee during fiscal 2016 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 2016 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.
|
|
2016 Proxy Statement 26
|
|
Table of Contents
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 a periodic
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. 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.
|
Further, pursuant to the
Settlement Agreements and the Boards own evaluation, the Company agreed to
appoint Messrs. Clarke, Ferguson and Hill to the Board and nominate them for
election at the Annual Meeting.
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 2015 Annual Meeting of Stockholders.
|
|
|
2016 Proxy Statement 27
|
Table of Contents
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.
EXECUTIVE COMPENSATION
Compensation Discussion and
Analysis
Throughout this proxy
statement, the individuals included in the Summary Compensation Table on page 45
are referred to as our named executive officers or NEOs. For fiscal 2016,
our NEOs were:
●
|
Carl Bass,
Chief Executive Officer and President;
|
●
|
R. Scott
Herren, Senior Vice President and Chief Financial Officer;
|
●
|
Andrew
Anagnost, Senior Vice President, Industry Strategy and
Marketing;
|
●
|
Steven M.
Blum, Senior Vice President, Worldwide Sales and Services;
and
|
●
|
Amar
Hanspal, Senior Vice President, Autodesk Product
Group.
|
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
45.
Executive Summary
Fiscal 2016 Business
Summary and Business Model Transition
The software industry is
undergoing a transition from the personal computer to cloud, social, and mobile
computing. Our strategy is to lead the industries we serve to cloud-based
technologies and business models. This entails both a technological shift and a
business model shift from offering one-time perpetual licenses to selling
software based on a subscription model. Through this transition, we are
increasing the lifetime value of our customers, changing the cost structure and
the means by which we reach customers, and building best-in-class cloud-based
products and services. 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 projectbased users and small businesses. In fiscal 2016 our
executive officers continued to successfully implement the strategic transition
of both our business model and our flexible, cloud-based product offerings in
the following ways:
●
|
Accelerated
our move to the cloud and expanded our flexible product license
offerings.
|
●
|
Expanded
our token-based (consumption-based) licensing program to more enterprise
customers, and continued to expand our industry leading cloud-based
offerings.
|
●
|
Discontinued licensing upgrades effective March 6,
2015.
|
●
|
Discontinued selling new perpetual licenses of most standalone
software products effective February 1, 2016.
|
●
|
Announced
plans to discontinue selling new perpetual licenses of suites effective
August 1, 2016.
|
Collectively, these measures
will result in a more predictable, recurring and profitable business for
Autodesk in the years to come.
As expected, implementing the
business model transition resulted in an increase in deferred revenue that
otherwise would have been recognized as revenue in fiscal 2016; while this is
positive for the balance sheet this had a negative impact on both operating
margin and earnings per share in fiscal 2016. 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 2016.
|
|
2016 Proxy Statement 28
|
|
Table of Contents
●
|
Total
deferred revenue was $1.52 billion at the end of the fiscal 2016, an
increase of 31% compared to the end of fiscal
2015.
|
●
|
Subscriptions were 2.58 million at the end of fiscal 2016, an
increase of 15% compared to the end of fiscal 2015. New
model
subscriptions increased 94% and represented 60% of total fiscal 2016
subscription additions.
|
●
|
Billings
increased 4.7% in fiscal 2016 compared to fiscal 2015, and 11.3% on a
constant currency basis.
|
●
|
Annualized
recurring revenue (ARR) was $1.38 billion in fiscal 2016, an increase of
10% compared to fiscal 2015, and 12% on a constant currency basis. ARR
represents the annualized value of our average monthly recurring revenue
for the preceding three months. New model ARR increased 68% as reported
and 74% on a constant currency basis. New model ARR relates to desktop,
cloud services, and enterprise offerings.
|
●
|
Revenue was
$2.5 billion, flat compared to fiscal 2015, and increased 4% on a constant
currency basis.
|
●
|
Cash flow
from operating activities was $414 million, compared to $708 million in
fiscal 2015.
|
●
|
Our stock
price was $46.82 per share on January 29, 2016, compared to $54.01 per
share on January 31, 2015. Our fiscal 2016 Total Stockholder Return
(TSR) was -13%.
|
Say-on-Pay Results and
Stockholder Outreach
Autodesk and the Committee value the input of our
stockholders. In 2015, 88% of the votes cast on our Say-on-Pay proposal were
favorable, which reflected strong stockholder support for our executive
compensation programs. In fiscal 2016, Autodesk reached out to stockholders,
representing over 60% of the outstanding shares. Based on these discussions, the
Committee found that our stockholders were generally supportive of the executive
compensation design changes that we have made in recent years and the alignment
between our CEO pay and Autodesk performance. In addition our stockholders
provided us helpful input regarding compensation design and disclosure. The
Committee carefully considered stockholder 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:
●
|
Recruit and
retain the highest caliber of executives through competitive
rewards;
|
●
|
Motivate
executive officers to achieve business and financial goals;
|
●
|
Balance
rewards for short- and long-term performance; and
|
●
|
Align
rewards with stockholder value creation.
|
Autodesks executive
compensation objectives are supported by policies and strong governance
practices that align executives interests with the interests of our
stockholders. In recent years, the Committee has made a number of changes to
enhance our compensation program. Some of the programs most notable features
are summarized below.
●
|
Emphasis on variable, at risk compensation:
90%
of the CEOs and on average 79% of all other NEOs fiscal 2016 total
compensation was variable, at risk, and aligned with Company
performance. A significant component of our variable compensation was
delivered in equity. In fiscal 2016, 60% of the equity grants for our CEO
and 50% of the equity grants for our other NEOs were performance based.
These grants will vest based on the achievement of financial objectives
and our TSR relative to companies in the S&P Computer Software Select
Index (Relative TSR) over one-, two-, and three-year performance
periods.
|
●
|
Long-term performance orientation:
79% of the
CEOs and on average 65% of all other NEOs fiscal 2016 total compensation
was dependent on Autodesks long-term performance.
|
●
|
Performance metrics that drive the business model
transition:
In fiscal 2016, we used billings and subscriptions
(or, in the case of the CEO, billings, subscriptions and deferred revenue)
for our executive officer cash incentives, and billings, subscriptions and
Relative TSR for our executive officer performance stock units (PSUs).
The metrics reflect drivers of success in our business model transition.
In fiscal 2017, we will use net new model subscription additions, new
model ARR, non-GAAP total spend and total subscription renewal rate (or,
in the case of the CEO, net new model subscription additions, new model
ARR, non-GAAP total spend, total subscription renewal rate and deferred
revenue) for our executive officer cash incentives, and net new model
subscription additions, new model ARR, non-GAAP total spend, total
subscription renewal rate and Relative TSR for our executive officer
PSUs.
|
●
|
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.
|
|
|
|
2016 Proxy Statement 29
|
Table of Contents
●
|
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
compensationrelated risk profile and has concluded that our fiscal 2016
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 2016, 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 of our executive pay programs.
|
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:
|
|
Timing of Related
|
Fiscal Year
|
Performance Period
|
Committee Decisions
|
Fiscal 2016
|
February 1, 2015, to
January 31,
2016
|
March 2016
|
Fiscal 2015
|
February 1,
2014, to
January 31, 2015
|
March 2015
|
Because of this
decision-making cycle, the Summary Compensation Table does not truly represent
our pay-for-performance linkage. For example, in March 2016, 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, 2015, through January 31, 2016 (fiscal 2016). Since these decisions were made
during fiscal 2017, the amounts awarded will begin to appear in next years
Summary Compensation Table; in accordance with Securities and Exchange
Commission disclosure rules.
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.
|
|
2016 Proxy Statement 30
|
|
Table of Contents
(1)
|
|
TSR shown in boxes is calculated by comparing year-over-year changes in the closing price of Autodesk’s Common Stock at each
fiscal year-end. The green line reflects Autodesk’s cumulative total shareholder return, starting with a value of 100% at the
beginning of Fiscal 2012 and measured 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 and fiscal
2016, 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:
|
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
(in thousands)
|
2012
|
2013
|
2014
|
2015
|
2016
|
Salary
|
$945
|
$991
|
$1,028
|
$1,060
|
$1,095
|
Bonus and Non-Equity
Incentive Compensation
|
$1,301
|
$1,142
|
$400
|
$1,448
|
$1,383
|
RSUs (3)
|
$3,013
|
$3,447
|
$2,987
|
$3,248
|
$3,200
|
PSUs (4)
|
$7,030
|
$5,432
|
$4,559
|
$5,150
|
$5,337
|
Other
|
$4
|
$4
|
$3
|
$6
|
$83
|
CEO Total
Compensation
|
$12,293
|
$11,016
|
$8,977
|
$10,912
|
$11,098
|
(3)
|
|
For purposes of this
table, 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
2016 RSU amount of $3.2 million reported in this table represents 57,193
RSUs granted in fiscal 2017 because that RSU grant was based on fiscal 2016 performance. RSU amounts reported represent the grant
date fair value using the stock price on the date of grant.
|
|
|
|
2016 Proxy Statement 31
|
Table of Contents
(4)
|
|
For purposes of this table, performance stock unit (“PSU”) amounts are attributed to the fiscal year prior to the fiscal year in which
the awards were approved. For example, the fiscal 2016 PSU amount of $5.337 million reported in this table represents the value of
85,790 target PSUs approved in fiscal 2017 relating to specific subscription, ARR, non-GAAP total spend, total subscription
renewal rate and Relative TSR objectives, with an assumed value per share of $62.21 based on the Monte Carlo simulation
valuation model.
|
Fiscal 2016 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
2015
: The base salary
increases for the NEOs ranged from approximately 0% to 5%. 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.
December 2015:
The base salary for Mr.
Hanspal was increased by 20% to $550,000 as a result of market data,
internal equity and his increased responsibilities in leading the Autodesk
Product Group.
|
|
|
|
Annual
Cash
Incentive Awards
|
|
March
2016
: Consistent with fiscal 2016
financial results relative to initial expectations, the Committee
determined that, based on the performance 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
99.0% of their target opportunity and our CEO was paid out at 100.6% 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
2015
: 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 performance against predetermined billings and
subscriptions targets and Autodesks TSR relative to companies in an index
of software companies over one-, two-, and three-year performance
periods.
|
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, longterm strategic
corporate goals, and individual performance. The general compensation objectives
are to:
●
|
Recruit and
retain the highest caliber of executives through competitive
rewards;
|
●
|
Motivate
executive officers to achieve business and financial goals;
|
●
|
Balance
rewards for short- and long-term performance;
|
●
|
Align
rewards with stockholder value creation.
|
|
|
2016 Proxy Statement 32
|
|
Table of Contents
Within this framework, the
total compensation for each executive officer varies based on multiple
dimensions:
●
|
Whether
Autodesk achieves its short-term and long-term financial and non-financial
objectives, including execution on its business model
transition;
|
●
|
Autodesk
TSR relative to companies in the S&P Computer Software Select
Index;
|
●
|
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
2016, 90% of the CEOs and 79% of the other 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 officer’s compensation.
CEO Pay Decisions
Throughout the year the
Committee and the other independent members of the Board, including the
Chairman, review 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.
|
|
|
2016 Proxy Statement 33
|
Table of Contents
Independent
consultant.
The Committee
retained Exequity LLP as its compensation adviser for fiscal 2016. Exequity
provided advice and recommendations on many issues: total compensation
philosophy; program design, including program 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 Autodesk’s Human Resources Group regarding executive
and non-executive employee compensation plans, including administration of Autodesk’s 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). Where sufficient data for our peer group was
not available, market data from similar sized San Francisco Bay Area Software
Companies was used. 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 2016 compensation,
the compensation peer group included the following companies:
|
Reported Fiscal
|
Revenue
|
Market Capitalization as of
|
Company
|
Year
|
($'s in Billions)
|
1/31/2016 ($'s in billions)
|
Adobe Systems, Inc.
|
27-Nov-15
|
4.80
|
44.37
|
Akamai Technologies,
Inc.
|
31-Dec-15
|
2.20
|
8.08
|
CA, Inc.
|
31-Mar-15
|
4.26
|
11.85
|
Citrix Systems, Inc.
|
31-Dec-15
|
3.28
|
10.84
|
Electronic Arts, Inc.
|
31-Mar-15
|
4.52
|
20.01
|
Intuit Inc.
|
31-Jul-15
|
4.19
|
24.88
|
Juniper Networks, Inc.
|
31-Dec-15
|
4.86
|
9.06
|
National Instruments
Corporation
|
31-Dec-15
|
1.23
|
3.63
|
Nuance Communications,
Inc.
|
30-Sep-15
|
1.93
|
5.37
|
PTC Inc.
|
30-Sep-15
|
1.26
|
3.39
|
Red Hat, Inc.
|
28-Feb-15
|
1.79
|
12.79
|
salesforce.com, inc.
|
31-Jan-16
|
6.67
|
45.66
|
Synopsys, Inc.
|
30-Oct-15
|
2.24
|
6.50
|
Autodesk,
Inc.
|
31-Jan-16
|
2.50
|
10.51
|
Autodesk Percentile
Ranking
|
|
46%
|
46%
|
In September 2015, the
Committee reviewed the compensation peer group that would be used for fiscal
2017 compensation decision making. As a result of this review, the Committee
determined that each of the current peers were still appropriate but chose to
add Mentor Graphics Corporation and NetApp, Inc., given their industry
comparability and the fact that they both are competitors for executive
talent.
|
|
2016 Proxy Statement 34
|
|
Table of Contents
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 Autodesk’s
financial and operational performance and each executive officer’s experience, skills and performance. The Committee believes
that referencing the total compensation packages of the companies in the compensation peer group keeps Autodesk’s
compensation competitive and within market norms, while also providing flexibility for variances in compensation where
appropriate, based on each executive officer’s leadership, contributions and particular skills or expertise.
Principal Elements of the Executive Compensation
Program
The principal elements of Autodesk’s executive compensation program are described below.
Element
|
Purpose
|
Operation
|
Payout
|
Performance Measures
|
|
|
|
Range
|
|
Base Salary
|
Forms basis for competitive compensation
package
|
Base salary reflects competitive market
conditions, individual performance, and internal parity
|
N / A
|
None
|
Short-term Incentive Opportunities
|
Motivate achievement of short-term growth, profitability and
business model transition objectives
|
Target percentage determined by competitive market
practices and internal parity
Earned values are determined by the extent to which
performance compares to targeted goals established at the beginning of the
performance period
|
0% - 150% of target
|
FY 16: Performance against billings & subscriptions targets
(or, in the case of the CEO, billings, subscriptions and deferred
revenue)
|
Performance
Stock Unit
awards (PSUs)
|
Align compensation with
key drivers of the
business
and relative shareholder
return
Encourage focus on near-term
and long-term
strategic
objectives
|
Size of award determined by competitive
market practices, corporate and individual performance and internal parity
Earned values are
determined by the extent to which performance compares to targeted goals
established at the beginning of the performance period
Vesting over three
years
|
0% - 180% of target shares
Change in Autodesk Stock Price
|
FY 16: Performance against billings and
subscriptions targets, adjusted based upon Autodesk TSR relative to
companies in the S&P Computer Software Select Index over one-, two-
and three year performance periods
Autodesk stock price
|
Restricted Stock
Unit Awards
(RSUs)
|
Encourage focus on long-term shareholder
value creation
Promote retention
|
Size of award
determined by
competitive
market
practices, corporate and
individual performance
and
internal parity
Recipients earn shares if
they remain
employed
through the vesting
period
Vesting over three years
|
Change in
Autodesk
Stock Price
|
Autodesk stock price
|
|
|
|
2016 Proxy Statement 35
|
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 2015, 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 0% to 5% for fiscal 2016.
In December 2015, the base
salary for Mr. Hanspal was increased by 20% to $550,000 as a result of market
data, internal equity and his increased responsibilities in leading the Autodesk
Product Group.
In March 2016, the Committee
considered an analysis of the base salary for each role, but ultimately elected
to keep base salary unchanged in light of the Companys fiscal 2017
restructuring and a desire to keep spending flat.
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 2016 cash incentive target for each of the NEOs at the
same percentage as it was in fiscal 2015. These target opportunities are
expressed as a percentage of the NEOs annualized base salary, and range from
50% for Mr. Blum (who also is eligible for commission payments) to 125% for Mr.
Bass. A NEO may receive an actual award that is greater or less than the target
award opportunity, depending upon Autodesks performance.
Executive Incentive Plan
In fiscal 2016, bonus awards
for each of our NEOs were funded under the Autodesk, Inc. Executive Incentive
Plan (Fiscal 2016 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 2016 EIP funding at 190% of target. For
fiscal 2016, the Committee selected billings growth, subscriptions and absolute
TSR as the funding metrics. Autodesks fiscal 2016 performance of 4.7% growth in
billings, 2.578 million in subscriptions exceeded the funding threshold while a
-18.3% TSR (based on a 31-day average stock price at the beginning and at the
end of fiscal 2016) did not exceed the funding thresholds. Overachievement of
the billings and subscriptions metrics resulted 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).
|
|
2016 Proxy Statement 36
|
|
Table of Contents
Company Performance Measures and
Performance
At the beginning of fiscal
2016, the Committee approved Fiscal 2016 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; the final award could range from 0% to 150% of target,
depending on achieved performance level. This calculation yielded a bonus payout
of 100.6% of target, as shown below:
|
Weighting
|
Actual
|
Target
|
Payout
|
|
|
|
|
Multiplier
|
Billings
|
56%
|
4.7%
growth
|
5.2%
growth
|
99.5%
|
Subscriptions
|
24%
|
2.578 million
|
2.634 million
|
97.9%
|
Deferred Revenue
|
20%
|
$1.519 billion
|
$1.423 billion
|
106.8%
|
Total
|
100%
|
|
|
100.6%
|
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; the
final award could range from 0% to 150% of target award, depending on achieved
performance level. This calculation yielded a bonus payout of 99.0% of target,
as shown below:
|
Weighting
|
Actual
|
Target
|
Payout
|
|
|
|
|
Multiplier
|
Billings
|
70%
|
4.7%
growth
|
5.2%
growth
|
99.5%
|
Subscriptions
|
30%
|
2.578 million
|
2.634 million
|
97.9%
|
Total
|
100%
|
|
|
99.0%
|
Based on these target
attainments, in March 2016 the Committee approved short-term incentive awards
for the NEOs as follows:
|
Short-Term
|
|
Short-Term
Incentive
Payout
|
Short-Term
|
|
Incentive Target as
a
|
Short-Term
|
Incentive Payout
|
|
Percentage of
Base
|
Incentive
Target
|
as
a Percentage
|
|
Salary
|
|
of Target
|
Carl
Bass
|
125%
|
$1,375,000
|
$1,383,250
|
100.6%
|
R. Scott Herren
|
75%
|
$427,500
|
$423,225
|
99.0%
|
Andrew
Anagnost
|
75%
|
$315,000
|
$311,850
|
99.0%
|
Steve M. Blum (1)
|
50%
|
$237,500
|
$235,125
|
99.0%
|
Amar Hanspal
(2)
|
75%
|
$352,769
|
$349,241
|
99.0%
|
(1)
|
|
The amounts disclosed
for Mr. Blum do not include commissions for fiscal 2016 paid under his
Sales Compensation Plan. See the discussion below for details on his sales
commission-based awards and total short-term cash incentive.
|
(2)
|
|
Short term incentive
target and payout for Mr. Hanspal were prorated for his base salary
increase in December 2015.
|
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 2016, 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 Autodesks
evolving business model transition and the market environment that Autodesk was
expected to face in fiscal 2016, the Committee believed that the target levels
for this objective could reasonably be achieved through diligent
efforts.
For fiscal 2016, Autodesks
actual gross billings were approximately 99% of the target level set for Mr.
Blum. As a result, Mr. Blums actual commission-based cash incentive was
$235,230 which was at 99.6% of his target level.
The total sales commissions
and short-term incentives paid to Mr. Blum for fiscal 2016 were as follows:
|
|
|
2016 Proxy Statement 37
|
Table of Contents
|
|
Short-Term
|
|
Short-Term
|
|
Short-Term
|
Incentive
Target
|
Short-Term
|
Incentive Payout
|
|
Incentive
Target
|
as a Percentage
of
|
Incentive
Payout
|
as a Percentage of
|
|
|
Base Salary
|
|
Target
|
Sales Commission
|
$236,250
|
50%
|
$235,230
|
99.6%
|
Short-Term
Incentive
|
$237,500
|
50%
|
$235,125
|
99.0%
|
Total
|
$473,750
|
100%
|
$470,355
|
99.3%
|
Beginning in fiscal 2017, Mr.
Blum no longer participates in Autodesks sales compensation plan. Instead, Mr.
Blums fiscal 2017 short-term cash incentives will be based exclusively on the
fiscal 2017 EIP. This change reflects Mr. Blums broader role across the Company
and aligns his incentive compensation with other NEOs. As a result of this
change, Mr. Blums base salary, short term incentive target and sales commission
target were adjusted while his total target cash compensation remained the same.
Fiscal 2017 Executive Incentive
Plan
In fiscal 2017, the bonus
awards for each of our NEOs will continue to be determined under the Autodesk,
Inc. Executive Incentive Plan. Near the beginning of the fiscal year, the
Committee established funding performance thresholds, which, if achieved, would
establish maximum Fiscal 2017 EIP funding at 190% of target. For fiscal 2017,
the Committee selected net new model subscription additions, new model ARR and
total subscription renewal rate as the funding metrics. The Committee believes
that the new metrics for fiscal 2017 better reflect the current drivers of
success in our business model transformation.
If the funding metrics are
achieved, in its exercise of negative discretion, the Committee will consider
the performance attainment versus specific targets to determine payouts. The
Committee will assess the financial and operational performance of the Company
based on the following metrics and weighting:
Performance Metric
|
CEO Weighting
|
Other NEO Weighting
|
Net
New Model Subscription Additions
|
32%
|
40%
|
New
Model ARR
|
24%
|
30%
|
Non-GAAP Total Spend
|
12%
|
15%
|
Total Subscription Renewal Rate
|
12%
|
15%
|
Deferred Revenue
|
20%
|
|
The final awards, for our CEO
and NEOs, could range from 0% to 150% of target, depending on achieved
performance level.
Long-Term Incentive Compensation
Autodesk uses long-term
incentive compensation in the form of equity awards to align executive pay
opportunities with stockholder value creation, and to motivate and reward
executive officers for effectively executing longer-term strategic and
operational objectives.
March 2015 Equity Awards
During fiscal 2016, 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 2016,
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 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 our annual
TSR of 5.4%.
2016 Proxy Statement 38
Table of Contents
As a result of this analysis,
the following equity awards were approved for 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
|
Andrew Anagnost
|
18,500
|
18,500
|
Steve M. Blum
|
18,500
|
18,500
|
Amar
Hanspal
|
18,500
|
18,500
|
(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.
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.
The PSU awards provide for a
minimum, target and maximum number of shares to be earned based upon
predetermined performance criteria. For fiscal 2016 awards, PSU vesting will be
contingent upon achievement of performance goals adopted by the Committee
(Performance Results) and Autodesks TSR compared against companies in the
S&P Computer Software Select Index (Relative TSR) over one-, two- and
three-year performance periods. In fiscal 2016, 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 2016.
2016 Proxy Statement 39
Table of Contents
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)
RSU Awards
The time-based RSU awards
granted to the NEOs in fiscal 2016 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 2016, the Committee
reviewed and certified the attainment levels for performance measures for the
first traunch of PSUs awarded in March 2015, the second traunch of PSUs awarded
in March 2014 and the third traunch of PSUs awarded in March 2013. For each
award, the Committee measured the following performance:
Fiscal 2016 billings and
subscriptions attainment versus target:
|
|
|
|
Payout
|
|
Weighting
|
Actual
|
Target
|
Multiplier
|
Billings
|
70%
|
4.7%
growth
|
5.2%
growth
|
99.5%
|
Subscriptions
|
30%
|
2.578 million
|
2.634 million
|
97.9%
|
Total
|
100%
|
|
|
99.0%
|
Autodesk TSR relative to
companies in the S&P Computer Software Select Index:
●
|
For the March 2013
awards, Relative TSR for fiscal 2014 through fiscal 2016 resulted in a 99%
multiplier.
|
●
|
For the March 2014
awards, Relative TSR for fiscal 2015 through fiscal 2016 resulted in a 96%
multiplier.
|
●
|
For the March 2015
awards, Relative TSR for fiscal 2016 resulted in an 87%
multiplier.
|
2016 Proxy Statement 40
Table of Contents
The combination of billings,
subscriptions, and Relative TSR results yielded the following PSU attainments:
March 2013
|
|
Fiscal 2016
Billings
and Subscriptions
Goal
Attainment
99.0%
|
|
Fiscal 2014 - Fiscal 2016
|
|
Percent of PSU
|
3
rd
Traunch
|
:
|
X
|
Relative TSR
|
=
|
Target Award
|
Fiscal 2014 Award
|
|
|
99%
|
|
98.0%
|
|
|
|
|
|
|
March 2014
|
|
|
Fiscal 2015 Fiscal 2016
|
|
Percent of PSU
|
2
nd
Traunch
|
:
|
X
|
Relative TSR
|
=
|
Target Award
|
Fiscal 2015 Award
|
|
|
96%
|
|
95.0%
|
|
|
|
|
|
|
March 2015
|
|
|
Fiscal 2016
|
|
Percent of PSU
|
1
st
Traunch
|
:
|
X
|
Relative TSR
|
=
|
Target Award
|
Fiscal 2016 Award
|
|
|
87%
|
|
86.1%
|
Based on this performance, the
PSU awards were earned as follows:
|
March 2013 Award
|
March 2014 Award
|
March 2015 Award
|
|
3
rd
Traunch
|
2
nd
Traunch
|
1
st
Traunch
|
|
Target
|
Actual
|
Target
|
Actual
|
Target
|
Actual
|
|
Number of
|
Number of
|
Number of
|
Number of
|
Number of
|
Number of
|
|
PSUs
|
PSUs Earned
|
PSUs
|
PSUs Earned
|
PSUs
|
PSUs
Earned
|
Carl
Bass
|
41,580
|
40,748
|
30,000
|
28,500
|
27,540
|
23,711
|
R.
Scott Herren(1)
|
N /
A
|
N /
A
|
N /
A
|
N /
A
|
12,240
|
10,538
|
Andrew Anagnost
|
4,950
|
4,851
|
6,600
|
6,270
|
6,290
|
5,415
|
Steve M. Blum
|
4,125
|
4,042
|
4,950
|
4,702
|
6,290
|
5,415
|
Amar
Hanspal
|
4,950
|
4,851
|
6,600
|
6,270
|
6,290
|
5,415
|
(1) Mr. Herren joined the
Company in November 2014 and did not receive PSUs in March 2013 or March
2014.
March 2016 Equity
Awards
In March 2016, the Committee
approved a mix of PSUs and RSUs for each of our NEOs. The fiscal 2017 PSU awards
are structured in the same manner as the fiscal 2016 PSU awards, except fiscal
2017 financial performance results will be measured by 40% net new model
subscription adds, 30% by new model annualized recurring revenue, 15% by
non-GAAP total spend and 15% by total subscription renewal rate. The performance
will continued to be adjusted based on Autodesks TSR compared against companies
in the S&P Computer Software Select Index over one-, two- and three-year
performance periods. The Committee believes the fiscal 2017 performance metrics
reflect the current drivers of success in our business model transformation.
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.
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 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.
2016 Proxy Statement 41
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 connection with Mr.
Herrens appointment as Senior Vice President and Chief Financial Officer in
fiscal 2015, the Company entered into an offer letter. The offer letter provided
Mr. Herren with certain living and relocation assistance, including commuting
benefits, a relocation allowance, and home sale and purchase assistance, 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 45 for the aggregate
amount of such perquisites.
Employment Agreement 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 52.
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 strategic initiatives that are aligned with shareholder
value creation, even if these initiatives 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.
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.
2016 Proxy Statement 42
Table of Contents
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 2016, 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, higherlevel position, to satisfy the required level of stock
ownership. For purposes of satisfying the required stock ownership level, shares
of Common Stock subject to outstanding RSU and PSU awards are counted as shares
owned. As of the end of fiscal 2016, 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 generally occurs at the Committees regularly
scheduled quarterly meetings.
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, PSU and RSU awards, that are not designed to qualify for tax
deductibility under the Code.
2016 Proxy Statement 43
Table of Contents
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 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
Scott Ferguson
Thomas Georgens
Stacy J. Smith
2016 Proxy Statement 44
Table of
Contents
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 2016, 2015 and 2014. The named executive officers are
Carl Bass (President and Chief Executive Officer), R. Scott Herren (Senior Vice
President and Chief Financial Officer), and the next three most highly
compensated individuals who were serving as executive officers of Autodesk on
January 31, 2016, the last day of our most recent fiscal year. 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 2016, 2015 and
2014.
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 2016; signing bonuses, as in the case of Mr. Herren,
who received a sign-on bonus paid in two equal $75,000 installments, paid in
fiscal 2016 and 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 2016 Annual Report on Form 10-K filed on March 23,
2016.
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, authorized spouse travel and gifts in
connection with business trips, 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
$25,000 or 10% of the total amount of perquisites received by a given named
executive officer, individual perquisites are not separately identified and
quantified.
2016 Proxy Statement 45
Table of
Contents
The Summary Compensation Table
below presents information concerning the total compensation of our named
executive officers for fiscal 2016, 2015 and 2014. Mr. Herren was not an
employee in fiscal 2014, so his compensation information is not presented for
that period. Mr. Anagnost and Mr. Hanspal were not Named Executive
Officers in fiscal 2015 and 2014, so their compensation is not presented for
those periods.
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Plan
|
|
All Other
|
|
|
|
|
Fiscal
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal
Position
|
|
Year
|
|
($)
|
|
($)(e)
|
|
($) (f)
|
|
($)
|
|
($)
|
|
($)
|
Carl
Bass,
|
|
2016
|
|
1,094,508
|
|
|
|
9,615,521
|
|
1,383,250
|
|
83,398
|
|
12,176,677
|
President, Chief
Executive Officer (a)
|
|
2015
|
|
1,060,323
|
|
|
|
8,526,158
|
|
1,448,428
|
|
5,544
|
|
11,040,453
|
|
|
2014
|
|
1,027,654
|
|
|
|
6,866,867
|
|
399,769
|
|
3,000
|
|
8,297,290
|
R.
Scott Herren,
|
|
2016
|
|
570,000
|
|
75,000
|
|
778,219
|
|
423,225
|
|
227,826
|
|
2,074,270
|
Senior Vice President
and
|
|
2015
|
|
142,500
|
|
75,000
|
|
2,079,720
|
|
116,805
|
|
22,570
|
|
2,436,595
|
Chief Financial Officer
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Anagnost
|
|
2016
|
|
416,769
|
|
|
|
2,256,279
|
|
311,850
|
|
45,938
|
|
3,030,836
|
Senior Vice
President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industry Strategy &
Marketing (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Blum,
|
|
2016
|
|
472,577
|
|
|
|
2,097,062
|
|
470,355
|
|
116,429
|
|
3,156,423
|
Senior Vice
President,
|
|
2015
|
|
460,000
|
|
|
|
1,217,421
|
|
824,320
|
|
57,573
|
|
2,559,314
|
Worldwide Sales and
Services (d)
|
|
2014
|
|
443,700
|
|
|
|
696,093
|
|
336,564
|
|
20,022
|
|
1,496,379
|
Amar
Hanspal,
|
|
2016
|
|
467,155
|
|
|
|
2,256,279
|
|
349,241
|
|
9,215
|
|
3,081,890
|
Senior Vice
President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Autodesk Product
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
|
(a)
|
|
Mr.
Bass' fiscal 2016 other compensation includes $40,739 authorized spouse
travel and gifts in connection with a business trip, tax gross-ups of
$38,442 for certain perquisites, the 401(k) plan match, and standard
health benefits.
|
|
(b)
|
|
Mr.
Herren's fiscal 2016 other compensation includes $173,480 relocation
expenses, $30,834 authorized spouse travel and gifts in connection with a
business trip, tax gross-ups of for certain perquisites, the 401(k) plan
match, and standard health benefits. Mr. Herren became Senior Vice
President and Chief Financial Officer on November 1, 2014. His fiscal 2015
salary and annual incentive compensation are pro-rated for a partial year
of service.
|
|
(c)
|
|
Mr.
Anagnost's fiscal 2016 other compensation includes tax gross-ups of for
certain perquisites, authorized spouse travel and gifts in connection with
a business trip, the 401(k) plan match, and standard health
benefits.
|
|
(d)
|
|
Mr.
Blums Non-Equity Incentive Plan Compensation consists of amounts earned
as sales commissions during fiscal 2016. Commissions and sales bonuses are
paid quarterly for the previous quarters commissions and bonus
earned.
|
|
Fiscal
2016
|
Sales commissions
|
$
|
235,230
|
Short-term cash incentive plan (EIP)
|
|
235,125
|
Total
|
$
|
470,355
|
|
|
|
Mr.
Blums fiscal 2016 other compensation includes $62,893 authorized spouse
travel and gifts in connection with a business trip, tax gross-ups of
$46,462 for certain perquisites, the 401(k) plan match, and standard
health benefits.
|
|
(e)
|
|
Bonus amounts consist of Mr. Herrens $150,000 sign-on bonus
paid in two $75,000 installments in fiscal 2016 and fiscal 2015.
|
|
(f)
|
|
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 23, 2016. The maximum value of PSU awards is capped at
180% of target. The maximum values for PSU awards granted in fiscal 2016
are as follows: Mr. Bass: $11,462,331; Mr. Herren: $1,400,795; Mr.
Anagnost: $2,058,640; Mr. Blum: $1,772,050; and Mr. Hanspal:
$2,058,640. Actual PSU awards earned in fiscal 2016 by the other
named executive officers are shown in Long-Term Incentive Compensation"
in the Compensation Discussion and Analysis.
|
2016 Proxy Statement 46
Table of
Contents
Grants of
Plan-Based Awards in Fiscal 2016
Grants of plan-based awards
reflect grants made to our named executive officers under our non-equity
incentive plans and equity compensation plans during fiscal 2016.
The following table includes potential threshold, target and maximum amounts payable under our short-term cash incentive plan (EIP) for performance during fiscal 2016, and do not constitute compensation on top of the amounts included in the Summary Compensation Table. However, these amounts do not reflect amounts actually earned for fiscal 2016. The following table also includes amounts relating to PSUs and RSUs issued under our 2012 Employee Plan. See Change in Control Arrangements and Employment Agreements below for a further description of certain terms relating to these awards. See Annual Incentive Award Decisions" and Long-Term Incentive Compensation" in the Compensation Discussion and Analysis beginning on page 28 for
actual
amounts earned in fiscal 2016 by the named executive officers and further discussion of the role of plan-based and other awards in our overall executive compensation program.
The following table presents
information concerning grants of plan-based awards to each of the named
executive officers during fiscal 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Grant Date
|
|
|
|
|
Estimated Future Payouts Under Non-
|
|
Estimated Future Payouts Under
|
|
Awards:
|
|
Fair Value
|
|
|
|
|
Equity Incentive Plan Awards
(a)
|
|
Equity Incentive Plan Awards
(b)
|
|
Number of
|
|
of Stock
|
|
|
Grant
|
|
Threshold
|
|
|
|
|
|
|
|
Target
|
|
Maximum
|
|
Shares of
|
|
Awards ($)
|
Name
|
|
Date
|
|
($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold ($)
|
|
(#)
|
|
(#)
|
|
Stock (#)(c)
|
|
(d)
|
Carl
Bass
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,000
|
|
3,247,560
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
41,580
|
|
74,844
|
|
|
|
2,693,968
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
30,000
|
|
54,000
|
|
|
|
1,923,000
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
27,540
|
|
49,572
|
|
|
|
1,750,993
|
|
|
|
|
|
|
1,375,000
|
|
2,612,500
|
|
|
|
|
|
|
|
|
|
|
R. Scott Herren
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
12,240
|
|
22,032
|
|
|
|
778,219
|
|
|
|
|
|
|
427,500
|
|
812,250
|
|
|
|
|
|
|
|
|
|
|
Andrew Anagnost
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,500
|
|
1,112,590
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
4,950
|
|
8,910
|
|
|
|
320,711
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
6,600
|
|
11,880
|
|
|
|
423,060
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
6,290
|
|
11,322
|
|
|
|
399,918
|
|
|
|
|
|
|
315,000
|
|
598,500
|
|
|
|
|
|
|
|
|
|
|
Steve M. Blum
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,500
|
|
1,112,590
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
4,125
|
|
7,425
|
|
|
|
267,259
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
4,950
|
|
8,910
|
|
|
|
317,295
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
6,290
|
|
11,322
|
|
|
|
399,918
|
|
|
|
|
|
|
473,750
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Amar Hanspal
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,500
|
|
1,112,590
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
4,950
|
|
8,910
|
|
|
|
320,711
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
6,600
|
|
11,880
|
|
|
|
423,060
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
6,290
|
|
11,322
|
|
|
|
399,918
|
|
|
|
|
|
|
352,769
|
|
670,261
|
|
|
|
|
|
|
|
|
|
|
2016 Proxy Statement 47
Table of
Contents
____________________
|
(a)
|
|
Reflects target and maximum dollar amounts
payable under the EIP for performance during fiscal 2016, 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. Blums amount in the Target column includes a
fiscal 2016 target short-term cash incentive award of $237,500 and target
sales commissions of $236,250. 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.
|
|
(b)
|
|
Represents shares of our Common Stock subject
to each of the PSU awards granted to the named executive officers in
fiscal 2016 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 2016 adopted by the Compensation Committee
(the Annual Financial Results), as well as TSR compared against the
companies in 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 2016 by the named executive officers under this program
are shown in Long-Term Incentive Compensation in the Compensation
Discussion and Analysis.
|
|
(c)
|
|
RSUs
vest in three equal annual installments beginning on the first anniversary
of the date of grant.
|
|
(d)
|
|
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 23, 2016. 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.
|
2016 Proxy Statement 48
Table of
Contents
Outstanding Equity Awards at Fiscal 2016 Year End
The following table presents
information concerning outstanding unexercised options and unvested RSU awards
for each named executive officer as of January 31, 2016. This table includes
options and RSUs granted under the 2012 Employee Plan and the 2008 Employee
Stock Plan. Unless otherwise indicated, all options granted to named executive
officers vested 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.
|
|
Option
Awards
|
|
Stock
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
Value of
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
|
Shares of
|
|
Plan Awaeds:
|
|
Market or
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
of Stock
|
|
|
|
Stock
|
|
Number of
|
|
Payout
|
|
|
|
|
Securities
|
|
securities
|
|
|
|
|
|
That
|
|
|
|
That
|
|
Unearned
|
|
Value of
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Have
|
|
|
|
Have Not
|
|
Shares That
|
|
Unearned
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Not
|
|
|
|
Vested
|
|
Have
|
|
Shares That
|
|
|
Grant
|
|
Options (#)
|
|
Options (#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
|
|
($)
|
|
Not Vested
|
|
Have Not
|
Name
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
|
|
(a)
|
|
(#)
|
|
Vested
($)
|
Carl Bass
|
|
3/24/2011
|
|
300,000
|
|
|
|
43.81
|
|
3/24/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
40,748
|
|
(b)
|
|
1,907,840
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
27,720
|
|
|
|
1,297,850
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
28,500
|
|
(c)
|
|
1,334,370
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
1,872,800
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
23,711
|
|
(d)
|
|
1,110,149
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
54,000
|
|
|
|
2,528,280
|
|
|
|
|
R. Scott Herren
|
|
11/3/2014
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
|
1,123,680
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
10,538
|
|
(d)
|
|
493,389
|
|
|
|
|
Andrew
Anagnost
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
4,851
|
|
(b)
|
|
227,124
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
4,950
|
|
|
|
231,759
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
6,270
|
|
(c)
|
|
293,561
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
13,200
|
|
|
|
618,024
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
5,415
|
|
(d)
|
|
253,530
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
18,500
|
|
|
|
866,170
|
|
|
|
|
Steve M. Blum
|
|
3/24/2011
|
|
50,000
|
|
|
|
43.81
|
|
3/24/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
4,042
|
|
(b)
|
|
189,246
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
4,125
|
|
|
|
193,133
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
4,702
|
|
(c)
|
|
220,148
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
9,900
|
|
|
|
463,518
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
5,415
|
|
(d)
|
|
253,530
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
18,500
|
|
|
|
866,170
|
|
|
|
|
Amar
Hanspal
|
|
3/24/2011
|
|
27,500
|
|
|
|
43.81
|
|
3/24/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
4,851
|
|
(b)
|
|
227,124
|
|
|
|
|
|
|
3/21/2013
|
|
|
|
|
|
|
|
|
|
4,950
|
|
|
|
231,759
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
6,270
|
|
(c)
|
|
293,561
|
|
|
|
|
|
|
3/25/2014
|
|
|
|
|
|
|
|
|
|
13,200
|
|
|
|
618,024
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
5,415
|
|
(d)
|
|
253,530
|
|
|
|
|
|
|
3/12/2015
|
|
|
|
|
|
|
|
|
|
18,500
|
|
|
|
866,170
|
|
|
|
|
____________________
|
(a)
|
|
Market value of RSUs that have
not vested is computed by multiplying (i) $46.82, the closing price on the
NASDAQ of Autodesk Common Stock on January 29, 2016, the last trading day
of fiscal 2016, by (ii) the number of shares of stock underlying RSU
awards.
|
|
(b)
|
|
Awards relate to the
third 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 2016 adopted by the Compensation Committee,
as well as TSR compared against the companies in the S&P Computer
Software Select Index. The third year traunch of these PSUs were earned as
of January 31, 2016 and subject to vest on March 28, 2016.
|
|
(c)
|
|
Award relates to the
second 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 2016 adopted by the Compensation Committee,
as well as TSR compared against the companies in the S&P Computer
Software Select Index. The second year traunch of these PSUs were earned
as of January 31, 2016 and subject to vest on March 28, 2016.
|
|
(d)
|
|
Awards relate to the
first year traunch of PSU awards granted on March 12, 2015 under the 2012
Plan. These PSUs were subject to achievement of annual net billings and
total subscriptions for fiscal 2016 adopted by the Compensation Committee,
as well as TSR compared against the companies in the S&P Computer
Software Select Index. The first year traunch of these PSUs were earned as
of January 31, 2016 and subject to vest on March 28,
2016.
|
2016 Proxy Statement
49
Table of
Contents
Option
Exercises and Stock Vested at Fiscal 2016 Year End
The following table presents
certain information concerning the vesting of stock awards held by each of the
named executive officers during fiscal 2016.
|
|
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 ($) (a)
|
Carl
Bass
|
|
|
|
|
|
223,097
|
|
13,783,163
|
R.
Scott Herren
|
|
|
|
|
|
12,000
|
|
682,680
|
Andrew Anagnost
|
|
4,000
|
|
232,436
|
|
33,056
|
|
2,052,524
|
Steve M. Blum
|
|
|
|
|
|
30,036
|
|
1,868,508
|
Amar
Hanspal
|
|
14,161
|
|
920,465
|
|
39,132
|
|
2,435,009
|
____________________
|
(a)
|
|
For options
exercised, reflects the number of shares acquired upon exercise multiplied
by the difference between the closing market price of our Common Stock as
reported on the NASDAQ on the date of exercise and the exercise price of
the underlying stock option. For stock awards vested, reflects the number
of shares acquired on vesting of RSUs or PSUs multiplied by the closing
market price of our Common Stock as reported on the NASDAQ on the vesting
date.
|
Nonqualified Deferred Compensation for Fiscal
2016
Under our Nonqualified
Deferred Compensation Plan, certain United States-based officers (including
named executive officers) may defer compensation earned such as salary or awards
under the short-term cash incentive plan (EIP). Deferral elections are made by
eligible executive officers each year during an open enrollment period for
amounts to be earned in the following year. Autodesk does not make any
contribution for executive officers under the Nonqualified Deferred Compensation
Plan. Prior to April 2013, we maintained our Autodesk, Inc. Equity Incentive
Deferral Plan, which permitted certain executive officers to defer up to 50% of
their EIP award.
2016 Proxy Statement 50
Table of
Contents
The following table presents
information regarding non-qualified deferred compensation activity for each
listed officer during fiscal 2016:
|
|
Executive
|
|
|
|
|
|
|
|
Contributions
|
|
Aggregate
|
|
|
|
|
(Distributions)
|
|
Earnings/
|
|
Aggregate
|
|
|
in Fiscal
|
|
(Losses) in
|
|
Balance at
|
Named Executive
Officer
|
|
Year
($)
|
|
Fiscal Year ($)
(a)
|
|
Fiscal Year End
($)
|
Carl
Bass
|
|
63,462
|
|
|
(321
|
)
|
|
63,141
|
R.
Scott Herren
|
|
|
|
|
|
|
|
|
Andrew Anagnost
|
|
(288,946
|
)
|
|
(92,469
|
)
|
|
2,230,796
|
Steve M. Blum
|
|
124,660
|
|
|
(36,418
|
)
|
|
717,786
|
Amar
Hanspal
|
|
|
|
|
(203
|
)
|
|
29,455
|
____________________
|
(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 salary 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.
|
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.
2016 Proxy Statement 51
Table of
Contents
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, 2016, and include all components of compensation,
benefits and perquisites payable under the Executive Change in Control Program
effective during the 2016 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 29, 2016, which was $46.82 per share. The actual amounts for all
named executive officers to be paid out can only be determined at the time of
such executives separation.
2016 Proxy Statement
52
Table of
Contents
Carl
Bass
|
|
|
|
Involuntary
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
Not For Cause
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
|
or Voluntary
|
|
|
|
or Voluntary
|
|
|
|
|
|
|
|
|
for Good
|
|
|
|
For Good
|
|
|
|
|
|
|
Voluntary
|
|
Reason
|
|
For Cause
|
|
Reason
|
|
|
|
|
|
|
Termination
|
|
(Except Change
|
|
Termination
|
|
(Change in
|
|
|
|
|
|
|
on
|
|
in Control)
|
|
on
|
|
Control)
|
|
Disability on
|
|
Death on
|
Executive Benefits and
Payments
|
|
1/31/2016 ($)
|
|
Termination
on
|
|
1/31/2016 ($)
|
|
Termination
on
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary (1)
|
|
|
|
2,200,000
|
|
|
|
2,200,000
|
|
|
|
|
Short-Term
Cash Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan (EIP)
(2)
|
|
|
|
1,383,250
|
|
|
|
3,376,856
|
|
1,383,250
|
|
|
Equity
Awards (3)
|
|
|
|
10,339,729
|
|
|
|
14,247,326
|
|
14,247,326
|
|
14,247,326
|
Benefits and
perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4)
|
|
|
|
23,410
|
|
|
|
35,116
|
|
23,410
|
|
|
Disability
Income (5)
|
|
|
|
|
|
|
|
|
|
1,756,122
|
|
|
Accidental
Death or
|
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6)
|
|
|
|
|
|
|
|
|
|
1,100,000
|
|
1,100,000
|
Life
Insurance (7)
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
Total Executive Benefits and
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon Separation
|
|
|
|
13,946,389
|
|
|
|
19,859,298
|
|
18,510,108
|
|
17,347,326
|
R. Scott
Herren
|
|
|
|
Involuntary
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
Not For Cause
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
|
or Voluntary
|
|
|
|
or Voluntary
|
|
|
|
|
|
|
|
|
for Good
|
|
|
|
For Good
|
|
|
|
|
|
|
Voluntary
|
|
Reason
|
|
For Cause
|
|
Reason
|
|
|
|
|
|
|
Termination
|
|
(Except Change
|
|
Termination
|
|
(Change in
|
|
|
|
|
|
|
on
|
|
in Control)
|
|
on
|
|
Control)
|
|
Disability on
|
|
Death on
|
Executive Benefits and
Payments
|
|
1/31/2016 ($)
|
|
Termination on
|
|
1/31/2016
($)
|
|
Termination on
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary (1)
|
|
|
|
|
|
|
|
855,000
|
|
|
|
|
Short-Term
Cash Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan (EIP)
(2)
|
|
|
|
|
|
|
|
1,064,475
|
|
|
|
|
Equity
Awards (3)
|
|
|
|
|
|
|
|
2,809,200
|
|
2,809,200
|
|
2,809,200
|
Benefits and
perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4)
|
|
|
|
|
|
|
|
30,424
|
|
20,283
|
|
|
Disability
Income (5)
|
|
|
|
|
|
|
|
|
|
2,336,930
|
|
|
Accidental
Death or
|
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6)
|
|
|
|
|
|
|
|
|
|
1,710,000
|
|
1,710,000
|
Life
Insurance (7)
|
|
|
|
|
|
|
|
|
|
|
|
1,710,000
|
Total Executive Benefits and
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon Separation
|
|
|
|
|
|
|
|
4,759,099
|
|
6,876,413
|
|
6,229,200
|
2016 Proxy Statement 53
Table
of Contents
Andrew
Anagnost
|
|
|
|
Involuntary
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
Not For Cause
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
|
or Voluntary
|
|
|
|
or Voluntary
|
|
|
|
|
|
|
|
|
for Good
|
|
|
|
For Good
|
|
|
|
|
|
|
|
|
Reason
|
|
|
|
Reason
|
|
|
|
|
|
|
Voluntary
|
|
(Except Change
|
|
For Cause
|
|
(Change in
|
|
|
|
|
|
|
Termination
|
|
in Control)
|
|
Termination
|
|
Control)
|
|
|
|
|
|
|
on
|
|
Termination on
|
|
on
|
|
Termination on
|
|
Disability on
|
|
Death on
|
Executive Benefits and
Payments
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary (1)
|
|
|
|
|
|
|
|
630,000
|
|
|
|
|
Short-Term Cash Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
(EIP) (2)
|
|
|
|
|
|
|
|
685,661
|
|
|
|
|
Equity Awards (3)
|
|
|
|
|
|
|
|
3,431,906
|
|
3,431,906
|
|
3,431,906
|
Benefits and
perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (4)
|
|
|
|
|
|
|
|
34,674
|
|
23,116
|
|
|
Disability Income (5)
|
|
|
|
|
|
|
|
|
|
2,553,624
|
|
|
Accidental Death or
|
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6)
|
|
|
|
|
|
|
|
|
|
2,000,000
|
|
2,000,000
|
Life
Insurance (7)
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
Total Executive Benefits and
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon Separation
|
|
|
|
|
|
|
|
4,782,241
|
|
8,008,646
|
|
7,431,906
|
Steven M.
Blum
|
|
|
|
Involuntary
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
Not For Cause
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
|
or Voluntary
|
|
|
|
or Voluntary
|
|
|
|
|
|
|
|
|
for Good
|
|
|
|
For Good
|
|
|
|
|
|
|
Voluntary
|
|
Reason
|
|
For Cause
|
|
Reason
|
|
|
|
|
|
|
Termination
|
|
(Except Change
|
|
Termination
|
|
(Change in
|
|
|
|
|
|
|
on
|
|
in Control)
|
|
on
|
|
Control)
|
|
Disability on
|
|
Death on
|
Executive Benefits and
Payments
|
|
1/31/2016 ($)
|
|
Termination on
|
|
1/31/2016 ($)
|
|
Termination on
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary (1)
|
|
|
|
|
|
|
|
712,500
|
|
|
|
|
Short-Term Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan (EIP) (2)
|
|
|
|
|
|
|
|
1,196,664
|
|
|
|
|
Sales Commissions and
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus (8)
|
|
|
|
|
|
|
|
352,845
|
|
|
|
|
Equity Awards (3)
|
|
|
|
|
|
|
|
3,045,641
|
|
3,045,641
|
|
3,045,641
|
Benefits and perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (4)
|
|
|
|
|
|
|
|
35,116
|
|
23,410
|
|
|
Disability Income (5)
|
|
|
|
|
|
|
|
|
|
2,593,567
|
|
|
Accidental Death or
|
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6)
|
|
|
|
|
|
|
|
|
|
2,000,000
|
|
2,000,000
|
Life
Insurance (7)
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
Total Executive Benefits
and
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon
Separation
|
|
|
|
|
|
|
|
5,342,766
|
|
7,662,618
|
|
7,045,641
|
2016 Proxy Statement
54
Table
of Contents
Amar
Hanspal
|
|
|
|
Involuntary
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
Not For Cause
|
|
|
|
Not for Cause
|
|
|
|
|
|
|
|
|
or Voluntary
|
|
|
|
or Voluntary
|
|
|
|
|
|
|
|
|
for Good
|
|
|
|
For Good
|
|
|
|
|
|
|
Voluntary
|
|
Reason
|
|
For Cause
|
|
Reason
|
|
|
|
|
|
|
Termination
|
|
(Except Change
|
|
Termination
|
|
(Change in
|
|
|
|
|
|
|
on
|
|
in Control)
|
|
on
|
|
Control)
|
|
Disability on
|
|
Death on
|
Executive Benefits and
Payments
|
|
1/31/2016 ($)
|
|
Termination on
|
|
1/31/2016
($)
|
|
Termination on
|
|
1/31/2016 ($)
|
|
1/31/2016 ($)
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary (1)
|
|
|
|
|
|
|
|
825,000
|
|
|
|
|
Short-Term
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
Plan (EIP) (2)
|
|
|
|
|
|
|
|
787,494
|
|
|
|
|
Equity
Awards (3)
|
|
|
|
|
|
|
|
3,431,906
|
|
3,431,906
|
|
3,431,906
|
Benefits and
perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
Health
Insurance (4)
|
|
|
|
|
|
|
|
35,116
|
|
23,410
|
|
|
Disability
Income (5)
|
|
|
|
|
|
|
|
|
|
2,492,673
|
|
|
Accidental
Death or
|
|
|
|
|
|
|
|
|
|
|
|
|
Dismemberment (6)
|
|
|
|
|
|
|
|
|
|
550,000
|
|
550,000
|
Life
Insurance (7)
|
|
|
|
|
|
|
|
|
|
|
|
550,000
|
Total Executive Benefits and
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Upon Separation
|
|
|
|
|
|
|
|
5,079,516
|
|
6,497,989
|
|
4,531,906
|
____________________
|
(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, 2016. For the
other named executive officers, the amounts shown would be paid in
accordance with the Executive Change in Control Program effective during
the 2016 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, 2016. For the other named executive officers, the amounts
shown would be paid in accordance with the Executive Change in Control
Program effective during the 2016 fiscal year. These amounts are
based on the cash value of the short-term cash incentive plan.
|
|
(3)
|
|
Equity
Awards:
Pursuant to the Company's form of RSU and PSU award
agreement, in the case of Disability or Death, unvested time-based RSUs
vest in full and unvested PSUs vest at target. For Mr. Bass, the amounts
shown for other termination scenarios reflect the value of unvested equity
awards accelerated in accordance with his employment agreement that was in
effect as of January 31, 2016. For the other named executive officers, the
amounts shown for other termination scenarios reflect the value of
unvested equity awards accelerated in accordance with the Executive Change
in Control Program effective during the 2016 fiscal year. Reported values
are based on the closing price of our Common Stock on January 29, 2016
($46.82 per share) for RSUs and PSUs.
|
|
(4)
|
|
Health
Insurance:
For Mr. Bass, in accordance with his employment agreement
that was in effect as of January 31, 2016, 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 2016
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
67. 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.
|
|
(8)
|
|
Sales Commissions
and Bonus:
For Mr. Blum, amounts reflect the fiscal 2016 sales
commissions and bonuses earned.
|
2016 Proxy Statement
55
Table of
Contents
Compensation of Directors
During fiscal 2016, our
non-employee directors were eligible to receive the annual compensation set
forth below:
Member of the Board of Directors
|
$75,000 and
|
|
RSUs
($250,000 equivalent)
|
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 2016.
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 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. For the period from June 10, 2015
through June 15, 2016, 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 2016, 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 RSUs with a grant
date value of $450,000 on the date such director joined the Board (Initial
RSUs), with subsequent annual grants of RSUs with a grant date value of
$250,000 on the date of the Annual Meeting (Subsequent Annual RSUs). The
Initial RSUs vest over a three-year period; Subsequent Annual RSUs vest over a
one-year period.
The table below presents
information concerning the compensation paid by us to each of our non-employee
directors for fiscal 2016. Messrs. Clarke, Ferguson and Hill were not directors
of the Company during fiscal 2016 and did not receive compensation from the
Company during that period. Mr. Bass, who was an Autodesk employee during fiscal
2016, did not receive additional compensation for his service as a director.
2016 Proxy Statement 56
Table of
Contents
|
|
Fees Earned or
|
|
|
|
|
|
|
Paid in Cash
|
|
Stock Awards
|
|
Total
|
Director
|
|
($) (a)
|
|
($) (b)
|
|
($)
|
Crawford W. Beveridge
|
|
140,000
|
|
249,949
|
|
389,949
|
J.
Hallam Dawson (c)
|
|
75,000
|
|
264,911
|
|
339,911
|
Thomas Georgens
|
|
75,000
|
|
249,949
|
|
324,949
|
Per-Kristian Halvorsen (c)
|
|
85,000
|
|
266,933
|
|
351,933
|
Mary
T. McDowell
|
|
95,000
|
|
268,919
|
|
363,919
|
Lorrie M. Norrington
|
|
100,000
|
|
269,903
|
|
369,903
|
Betsy Rafael
|
|
75,000
|
|
249,949
|
|
324,949
|
Stacy J. Smith
|
|
75,000
|
|
264,911
|
|
339,911
|
Steven M. West
|
|
75,000
|
|
249,949
|
|
324,949
|
|
(a)
|
|
Fees Earned or Paid
in Cash reflects the dollar amounts of fees earned. As noted above, during
fiscal 2016, 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 2016 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 2016 in lieu of
cash. The 20% represents the premium of $1.20 worth of stock for each
$1.00 of cash compensation foregone. The assumptions used in the
valuation of these awards are set forth in Note 1, Business and Summary
of Significant Accounting Policies in the Notes to Consolidated Financial
Statements in our fiscal 2016 Annual Report on Form 10-K filed on March
23, 2016. These amounts do not correspond to the actual value that will be
realized by the directors upon the vesting of RSUs or the sale of the
Common Stock underlying such awards.
|
|
(c)
|
|
Messrs. Dawson and
Halvorsen will not be standing for re-election at the 2016 annual meeting
of stockholders.
|
2016 Proxy Statement 57
Table of
Contents
The following table shows the
total amounts and fair values, as well as the 20% premium, of RSUs granted on
June 10, 2014, in lieu of cash foregone for the June 10, 2014, through June 10,
2015, Directors' Compensation Cycle:
|
|
Restricted Stock
Unit
|
|
|
|
|
Number of Shares
|
|
Grant Date Fair
|
|
Grant Date Fair Value of the
|
|
|
Total Number
|
|
Representing the
|
|
Value of Stock
|
|
20% Premium of the Stock
|
Director
|
|
of Shares
(#)
|
|
20% Premium
(#)
|
|
Awards
($)
|
|
Awards
($)
|
Crawford W. Beveridge
|
|
|
|
|
|
|
|
|
J.
Hallam Dawson
|
|
1,664
|
|
277
|
|
89,989
|
|
14,980
|
Thomas Georgens
|
|
|
|
|
|
|
|
|
Per-Kristian Halvorsen
|
|
1,886
|
|
314
|
|
101,995
|
|
16,981
|
Mary
T. McDowell
|
|
2,107
|
|
351
|
|
113,947
|
|
18,982
|
Lorrie M. Norrington
|
|
2,218
|
|
369
|
|
119,949
|
|
19,956
|
Betsy Rafael
|
|
|
|
|
|
|
|
|
Stacy J. Smith
|
|
1,664
|
|
277
|
|
89,989
|
|
14,980
|
Steven M. West
|
|
|
|
|
|
|
|
|
The following table shows the
total amounts and fair values, as well as the 20% premium, of RSUs granted on
June 10, 2015, in lieu of cash foregone for the June 10, 2015, through June 15,
2016, Directors' Compensation Cycle:
|
|
Restricted Stock
Unit
|
|
|
Total
|
|
Number of
Shares
|
|
Grant Date
Fair
|
|
Grant Date Fair
Value
|
|
|
Number
of
|
|
Representing
the
|
|
Value of
Stock
|
|
of the 20% Premium
of
|
Director
|
|
Shares (#)
|
|
20% Premium (#)
|
|
Awards ($)
|
|
the Stock Awards ($)
|
Crawford W. Beveridge
|
|
|
|
|
|
|
|
|
J. Hallam Dawson
|
|
1,637
|
|
272
|
|
89,986
|
|
14,952
|
Thomas Georgens
|
|
|
|
|
|
|
|
|
Per-Kristian Halvorsen
|
|
1,855
|
|
309
|
|
101,969
|
|
16,986
|
Mary
T. McDowell
|
|
2,073
|
|
345
|
|
113,953
|
|
18,965
|
Lorrie M. Norrington
|
|
2,183
|
|
363
|
|
120,000
|
|
19,954
|
Betsy Rafael
|
|
|
|
|
|
|
|
|
Stacy J. Smith
|
|
1,637
|
|
272
|
|
89,986
|
|
14,952
|
Steven M. West
|
|
|
|
|
|
|
|
|
The following table shows the
total amounts and fair values of Subsequent Annual RSUs and Initial RSUs granted
during fiscal 2016.
|
|
Restricted Stock
Unit
|
|
|
|
|
|
|
Grant Date
Fair
|
|
|
|
|
Number
of
|
|
Value of
Stock
|
Director
|
|
Grant Date
|
|
Shares (#)
|
|
Awards ($)
|
Crawford W. Beveridge
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
J. Hallam Dawson
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Thomas Georgens
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Per-Kristian Halvorsen
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Mary
T. McDowell
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Lorrie M. Norrington
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Betsy Rafael
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Stacy J. Smith
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
Steven M. West
|
|
6/10/2015
|
|
4,547
|
|
249,949
|
2016 Proxy Statement 58
Table of Contents
The aggregate number of each
director's stock options and RSUs outstanding at January 31, 2016,
was:
|
|
Aggregate Number of Shares
|
|
Aggregate Number of Shares
|
|
|
Underlying Stock Options
|
|
Underlying Outstanding Restricted
|
Directors
|
|
Outstanding
|
|
Stock
Units
|
Crawford W. Beveridge
|
|
28,000
|
|
4,547
|
J.
Hallam Dawson
|
|
20,000
|
|
6,184
|
Thomas Georgens
|
|
|
|
4,547
|
Per-Kristian Halvorsen
|
|
|
|
6,402
|
Mary
T. McDowell
|
|
24,000
|
|
6,620
|
Lorrie M. Norrington
|
|
50,000
|
|
6,730
|
Betsy Rafael
|
|
|
|
4,547
|
Stacy J. Smith
|
|
50,000
|
|
6,184
|
Steven M. West
|
|
|
|
4,547
|
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 these
plans as of January 31, 2016.
|
|
|
|
|
|
(c)
|
|
|
|
(a)
|
|
(b)
|
|
Number of securities
|
|
|
|
|
|
|
|
remaining available for
|
|
|
|
Number of securities to
|
|
Weighted-average
|
|
future issuance under
|
|
|
|
be issued upon exercise
|
|
exercise price of
|
|
equity compensation plans
|
|
|
|
of outstanding options,
|
|
outstanding
|
|
(excluding securities
|
|
|
|
warrants and rights (in
|
|
options, warrants
|
|
reflected in column (a)) (in
|
|
Plan
category
|
|
millions)
(#)
|
|
and rights
($)
|
|
millions)
(#)
|
|
Equity compensation plans approved by
security holders
|
|
9.3
|
|
37.06
|
|
62.9
|
(1)
|
Total
|
|
9.3
|
|
37.06
|
|
62.9
|
|
____________________
(1)
|
Included in this amount are 43.3 million
securities available for future issuance under Autodesks 1998 Employee
Qualified Stock Purchase Plan.
|
2016 Proxy Statement
59
Table of Contents
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, 2016, 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.
|
|
Common Stock
|
|
Percentage
|
|
|
Beneficially
|
|
Beneficially
|
5% Stockholders, Directors and Officers
(1)
|
|
Owned
(2)
|
|
Owned
(3)
|
Principal
Stockholders:
|
|
|
|
|
|
The
Vanguard Group, Inc. (4)
|
|
19,337,475
|
|
8.5
|
%
|
Clearbridge Investments, LLC (5)
|
|
15,757,104
|
|
7.0
|
%
|
BlackRock, Inc. (6)
|
|
13,737,429
|
|
6.1
|
%
|
Eminence Capital, LP (7)
|
|
13,079,213
|
|
5.8
|
%
|
Sachem Head Capital Management LP (8)
|
|
12,890,000
|
|
5.7
|
%
|
Soroban Capital GP LLC (9)
|
|
12,800,490
|
|
5.7
|
%
|
Non-Employee Directors:
|
|
|
|
|
|
Crawford W. Beveridge (10)
|
|
51,773
|
|
*
|
|
Jeff
Clarke (11)
|
|
|
|
*
|
|
J.
Hallam Dawson (12)
|
|
73,900
|
|
*
|
|
Scott Ferguson (13)
|
|
12,890,000
|
|
5.7
|
%
|
Tom
Georgens
|
|
16,608
|
|
*
|
|
Per-Kristian Halvorsen (14)
|
|
23,938
|
|
*
|
|
Richard (Rick) S. Hill (15)
|
|
|
|
*
|
|
Mary
T. McDowell (16)
|
|
56,940
|
|
*
|
|
Lorrie M. Norrington (17)
|
|
66,074
|
|
*
|
|
Betsy Rafael
|
|
1,361
|
|
*
|
|
Stacy J. Smith (18)
|
|
81,828
|
|
*
|
|
Steven M. West
|
|
33,205
|
|
*
|
|
Named Executive
Officers:
|
|
|
|
|
|
Carl
Bass (19)
|
|
422,870
|
|
*
|
|
R.
Scott Herren
|
|
14,232
|
|
*
|
|
Andrew Anagnost
|
|
44,697
|
|
*
|
|
Steven M. Blum (20)
|
|
93,869
|
|
*
|
|
Amar
Hanspal (21)
|
|
126,462
|
|
*
|
|
All
directors and executive officers as a group (19 individuals)
(22)
|
|
14,100,851
|
|
6.2
|
%
|
____________________
* 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, 2016, 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, 2016, was
226,326,732.
|
(4)
|
As of December 31,
2015, 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 10, 2016, The Vanguard Group, Inc. was deemed to have sole voting
power with respect to 424,912 shares, sole dispositive power with respect
to 18,888,178 shares, shared voting power with respect to 22,400 shares,
and shared dispositive power with respect to 449,297 shares. The address
of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
|
2016 Proxy Statement
60
Table of Contents
(5)
|
As of December 31, 2015, 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
16, 2016, Clearbridge Investments, LLC was deemed to have sole voting
power with respect to 15,401,064 shares, sole dispositive power with
respect to 15,757,104 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.
|
(6)
|
As of December 31, 2015, 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 25, 2016,
BlackRock, Inc. was deemed to have sole voting power with respect to
11,878,306 shares, sole dispositve power with respect to 13,737,429
shares, and shared voting and dispositive power with respect to 0 shares.
The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022.
|
(7)
|
Based on a Schedule 13D/A filed
with the SEC on March 11, 2016, pursuant to which (a) Eminence Capital, LP
reported to have sole voting and dispositive power with respect to 0
shares and shared voting and dispositive power with respect to 13,079,213
shares, (b) Eminence GP, LLC reported to have sole voting and dispositive
power with respect to 0 shares and shared voting and dispositive power
with respect to 10,610,020 shares and (c) Ricky C. Sandler reported to
have sole voting and dispositive power with respect to 3,375 shares and
shared voting and dispositive power with respect to 13,079,213 shares. The
address of the reporting persons is 65 East 55th Street, 25th Floor, New
York, NY 10022.
|
(8)
|
Based on a Schedule 13D/A filed
with the SEC on March 11, 2016, pursuant to which (a) each of Sachem Head
Capital Management LP, Uncas GP LLC, and Scott D. Ferguson reported to
have sole voting and dispositive power with respect to 0 shares and shared
voting and dispositive power with respect to 12,890,000 shares, and (b)
Sachem Head GP LLC reported to have sole voting and dispositive power with
respect to 0 shares and shared voting and dispositive power with respect
to 7,175,000 shares. The address of the reporting persons is 399 Park
Avenue, 32nd Floor, New York, NY 10022.
|
(9)
|
As of December 31, 2015, 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 16, 2016,
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 12,800,490 shares, of which Soroban
Master Fund LP held shared voting and dispositive power with respect to
12,800,490 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.
|
(10)
|
Includes 24,000 shares subject to
options exercisable within 60 days of March 31, 2016.
|
(11)
|
Upon appointment to the Board on
March 11, 2016, Mr. Clarke was granted 8,042 restricted stock units, none
of which vest within 60 days of March 31, 2016.
|
(12)
|
Includes 20,000 shares subject to
options exercisable within 60 days of March 31, 2016. Mr. Dawson will not
stand for re-election at the 2016 annual meeting of stockholders.
|
(13)
|
Based on a Schedule 13D/A filed
with the SEC on March 11, 2016. Mr. Ferguson reported to have sole voting
and dispositive power with respect to 0 shares and shared voting and
dispositive power with respect to 12,890,000 shares. See footnote 8 above
for further information. Mr. Fergusons address is 399 Park Avenue, 32nd
Floor, New York, NY 10022. Upon appointment to the Board on March 11,
2016, Mr. Ferguson was granted 8,042 restricted stock units, none of which
vest within 60 days of March 31, 2016.
|
(14)
|
Dr. Halvorsen will not stand for
re-election at the 2016 annual meeting of stockholders.
|
(15)
|
Upon appointment to the Board on
March 11, 2016, Mr. Hill was granted 8,042 restricted stock units, none of
which vest within 60 days of March 31, 2016.
|
(16)
|
Includes 24,000 shares subject to
options exercisable within 60 days of March 31, 2016.
|
(17)
|
Includes 50,000 shares subject to
options exercisable within 60 days of March 31, 2016.
|
(18)
|
Includes 50,000 shares subject to
options exercisable within 60 days of March 31, 2016.
|
(19)
|
Includes 300,000 shares subject to
options exercisable within 60 days of March 31, 2016. 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.
|
(20)
|
Includes 50,000 shares subject to
options exercisable within 60 days of March 31, 2016.
|
(21)
|
Includes 27,500 shares subject to
options exercisable within 60 days of March 31, 2016.
|
(22)
|
Includes 545,500 shares subject to
options exercisable within 60 days of March 31, 2016.
|
2016 Proxy Statement
61
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 2016, we are not aware of
any late Section 16(a) filings, except for one late report on Form 4 due to a
clerical error, relating to the sale of shares pursuant to a 10b5-1 trading
plan, for Jan Becker.
2016 Proxy Statement
62
Table of Contents
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 nonaudit 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 10 meetings during fiscal 2016. 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 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
2016 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 2016 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, 2016, for
filing with the SEC.
2016 Proxy Statement
63
Table of Contents
AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS
Betsy Rafael (Chair)
J.
Hallam Dawson
Lorrie M. Norrington
Steven M. West
2016 Proxy Statement
64
Table of Contents
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
|
|
|
May 2,
2016
|
|
San Rafael, California
|
|
2016 Proxy Statement
65
Table of Contents
AUTODESK, INC.
111 MCINNIS
PARKWAY
SAN RAFAEL, CA 94903
ATTN: JOHN CLANCY
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
MATERIALS
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
|
DETACH AND RETURN THIS PORTION ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
|
The Board of Directors recommends you
vote FOR the following:
1.
|
|
Election of
Directors
|
|
|
|
|
|
|
|
Nominees
|
|
For
|
|
Against
|
|
Abstain
|
1a.
|
|
Carl
Bass
|
|
☐
|
|
☐
|
|
☐
|
1b.
|
|
Crawford W.
Beveridge
|
|
☐
|
|
☐
|
|
☐
|
1c.
|
|
Jeff
Clarke
|
|
☐
|
|
☐
|
|
☐
|
1d.
|
|
Scott
Ferguson
|
|
☐
|
|
☐
|
|
☐
|
1e.
|
|
Thomas
Georgens
|
|
☐
|
|
☐
|
|
☐
|
1f.
|
|
Richard S.
Hill
|
|
☐
|
|
☐
|
|
☐
|
1g.
|
|
Mary T.
McDowell
|
|
☐
|
|
☐
|
|
☐
|
1h.
|
|
Lorrie M.
Norrington
|
|
☐
|
|
☐
|
|
☐
|
1i.
|
|
Betsy
Rafael
|
|
☐
|
|
☐
|
|
☐
|
1j.
|
|
Stacy J.
Smith
|
|
☐
|
|
☐
|
|
☐
|
1k.
|
|
Steven M. West
|
|
☐
|
|
☐
|
|
☐
|
The Board of
Directors recommends you vote FOR proposals 2 and 3.
|
|
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, 2017.
|
|
☐
|
|
☐
|
|
☐
|
3
|
|
Approve, on an advisory (non-binding)
basis,the compensation of Autodesk, Inc.'s named executive
officers.
|
|
☐
|
|
☐
|
|
☐
|
|
|
NOTE:
Such
other business as may properly come before the meeting or any adjournment
thereof.
|
|
|
|
|
|
|
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.
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Signature [PLEASE SIGN WITHIN BOX]
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Signature (Joint Owners)
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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
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2016 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 May 2,
2016, 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
2016 Annual Meeting of Stockholders of Autodesk to be held on June 15, 2016, at
3:00 p.m., 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
Autodesk's Board of Directors, 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, 2017, and FOR the approval, on an advisory
(non-binding) basis, of the compensation of Autodesk's named executive
officers.
In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting.
Continued and to be signed on reverse
side
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