Document

DEF 14A 1 proxydocument2022.htm DEF 14A Document

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 Filed by a Party other than the registrant ¨

Check the appropriate box:

Preliminary proxy statement

Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2))

Definitive proxy statement

Definitive additional materials

Soliciting material under § 240.14a-12

AUTODESK, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

May 3, 2022

Dear Autodesk Stockholder:

You are cordially invited to attend Autodesk’s 2022 Annual Meeting of Stockholders to be held on Thursday, June 16, 2022, beginning at 3:00 p.m., Pacific Time. This year’s Annual Meeting will be held in a virtual format, through a live audio webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/ADSK2022. Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online. A transcript with the entire Annual Meeting will be available on the Autodesk Investor Relations website after the meeting. For further information on how to participate in the meeting, please see the section titled “Information About the 2022 Annual Meeting of Stockholders” in this Proxy Statement.

The Notice of 2022 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted during the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone, or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience. Your vote is very important.

We hope you will be able to attend this year’s Annual Meeting. We will report on fiscal year 2022, and there will be an opportunity for stockholders to ask questions. You may submit a question in advance of the meeting at proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending you the Proxy Statement. Live questions may be submitted online beginning shortly before the start of the Annual Meeting through www.virtualshareholdermeeting.com/ADSK2022.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.

Very truly yours,

Andrew Anagnost

President and Chief Executive Officer

Notice of 2022 Annual Meeting of Stockholders

Date

Thursday, June 16, 2022

Time

3:00 p.m., Pacific Time

Virtual Meeting

This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/ADSK2022.

Record Date

April 19, 2022. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting

Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance. You can vote your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form. If you wish to vote by mail, we have enclosed an addressed envelope with postage prepaid if mailed in the United States. If you attend the Annual Meeting, you may vote online during the Annual Meeting even if you previously voted.

Address of Corporate Headquarters

111 McInnis Parkway, San Rafael, California 94903

Meeting Details

See the section titled “Information About the 2022 Annual Meeting of Stockholders” in this Proxy Statement.


ITEMS OF BUSINESS		BOARD RECOMMENDATION
(1)	To elect the ten directors listed in the accompanying Proxy Statement to serve for the coming year and until their successors are duly elected and qualified.	FOR each director nominee
(2)	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023.	FOR
(3)	To hold a non-binding vote to approve compensation for our named executive officers.	FOR
(4)	To approve the Autodesk 2022 Equity Incentive Plan.	FOR

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on June 16, 2022: Our 2022 Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/052769

By Order of the Board of Directors,


Ruth Ann Keene
Executive Vice President, General Counsel and Secretary

May 3, 2022


Table of Contents

Fiscal Year 2022 Strategic Priorities and Performance Highlights			1

Environment, Social, and Governance Programs			5

Governance and our Board of Directors			8
Our Board of Directors			8
Director Nominees			9
Independence of the Board			14
Board Leadership Structure			14
Stockholder Engagement			15
Fiscal Year 2022 Board Meetings			15
Board Committees			16
Compensation Committee Interlocks and Insider Participation			18
Director Orientation and Continuing Education			18
Director Stock Ownership Policy			18
Outside Board Memberships			18
Director Selection, Qualifications, and Evaluations			18
Stockholder Recommendations and Nominations of Director Candidates			19
Corporate Governance Guidelines			19
Code of Business Conduct and Ethics			19
Risk Oversight			20
Board Evaluations			20
Contacting the Board			21

Executive Compensation			22
Compensation Discussion and Analysis			22
Executive Summary			22
The Compensation-Setting Process			26
Competitive Compensation Positioning and Peer Group			27
Principal Elements of the Executive Compensation Program			28
Compensation Committee Report			38
Summary Compensation Table			39
Grants of Plan-Based Awards in Fiscal Year 2022			39
Outstanding Equity Awards at Fiscal Year 2022 Year End			41
Option Exercises and Stock Vested at Fiscal Year 2022 Year End			42
Nonqualified Deferred Compensation for Fiscal Year 2022			42
CEO Pay Ratio			42
Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement			43
Potential Payments Upon Termination or Change in Control			46
Compensation of Directors			49
Equity Compensation Plan Information			52

Security Ownership of Certain Beneficial Owners and Management			53



Certain Relationships and Related Party Transactions			54

Delinquent Section 16(a) Reports			54

Report of the Audit Committee of the Board of Directors			55

Proposals			56
Proposal One: Election of Directors			56
Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm			57
Principal Accounting Fees and Services			57
Pre-Approval of Audit and Non-Audit Services			57
Rotation			58
Proposal Three: Non-Binding Vote to Approve Named Executive Officer Compensation			59
Stockholder Engagement on Executive Compensation			59
Compensation Guiding Principles			59
Leading Compensation Governance Practices			61
Proposal Four: Approval of the 2022 Equity Incentive Plan			62
Background and Purpose			63
The Importance of the 2022 Plan for Autodesk, our Service Providers and Stockholders			63
Significant Historical Award Information			64
Dilution and Stock Repurchase Program			65
Description of the 2022 Plan			66
Federal Tax Aspects			71
New Plan Benefits			73
Equity Compensation Plan Information			73
Registration with the SEC			73
Summary			73

Information About the 2022 Annual Meeting of Stockholders			75

Other Matters			81

Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures			82

Appendix B - Autodesk, Inc. 2022 Equity Incentive Plan			83

Special Note About Forward-Looking Statements

This proxy statement includes statements regarding future plans, expectations, beliefs, intentions and prospects that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” of our Forms 10-K and 10-Q. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxy statement, except as required by law.

No Incorporation By Reference

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Fiscal Year

Our fiscal year ends on January 31. References to “fiscal year 2022,” for example, refer to the fiscal year ended January 31, 2022.

Fiscal Year 2022 Strategic Priorities and Performance Highlights

Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, their businesses, and the world. In fiscal year 2022, we delivered record full-year revenue, cash flow from operating activities and free cash flow. Several factors contributed to our strong results and competitive performance, including robust renewal rates, strong growth in subscriptions, and rapidly expanding digital sales. They were underpinned by perennial factors, including our ability to deliver greater value to our customers and partners through consistent investment in our technology, work force, business model and customer experience.

While the pandemic had considerable human and economic impacts, in many ways it has accelerated the pace of change and increased our confidence in our strategy to transform the industries we serve with end-to-end, cloud-based solutions that enable our customers to drive efficiency and sustainability. The structural growth drivers underpinning this strategy have been reinforced by the pandemic, including increased workflow convergence and platform standardization; a growing focus on distributed working in the cloud, automation, and workforce productivity; and also the growing importance of sustainability.

Our business model is scalable and extensible into adjacent verticals which add new users, use cases and usage. During the year, we completed a number of acquisitions including Innovyze, which extends Autodesk’s presence in water infrastructure, Upchain, a cloud-native product data and lifecycle management solution, and Moxion, which will enable us to connect media and entertainment workflows and data from post-production to preproduction.

Empowering innovators with design-and-make technology to achieve the new possible also enables them to build and manufacture efficiently and sustainably. We continue to execute well in challenging times and look forward to Autodesk’s next 40 years with excitement and optimism.

REVENUE

GAAP OPERATING INCOME

NON-GAAP OPERATING INCOME (1)

p 16% from fiscal year 2021

q 2% from fiscal year 2021

p 26% from fiscal year 2021

$4.39B

$618M

$1.40B

SEC Form DEF 14A filed by Autodesk Inc.