Not independent
Tenure on this board
9.0 yrs
Also a director at
Hubspot Inc (HUBS)
11 nominees · 5 ballot items.
Election of 11 directors; Ratification of Ernst & Young LLP as independent auditors; Advisory vote to approve named executive officer compensation (Say-on-Pay); Approval of an amendment to provide officer exculpation in the charter; Advisory vote on shareholder proposal to lower the special-meeting threshold to 10% (if properly presented).
Elect 11 director nominees to serve until the next annual meeting.
Ratify the appointment of Ernst & Young LLP as Autodesk’s independent registered public accounting firm for fiscal year ending January 31, 2027.
Non-binding, advisory vote to approve the compensation of Autodesk’s named executive officers as disclosed in the proxy statement.
Approve an amendment to the Amended and Restated Certificate of Incorporation to add officer exculpation to the charter to the fullest extent permitted by Delaware law.
The proposal requests stockholder approval to amend Autodesk’s Amended and Restated Certificate of Incorporation to include officer exculpation to the fullest extent permitted by the Delaware General Corporation Law (DGCL). Management is proposing this charter change to align the legal treatment of officers and directors, reduce potential frivolous litigation and related distraction and costs, and aid in recruiting and retaining executive talent by limiting personal monetary liability for officers for certain claims. The amendment is limited by the DGCL’s exceptions — it would not exculpate officers for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, or transactions where the officer derived an improper personal benefit. The Board and the Corporate Governance and Nominating Committee recommend the amendment, arguing it remedies historical inconsistency in treatment between officers and directors, reduces potential litigation and insurance costs, and brings Autodesk in line with peer practices. The Board also notes the amendment is prospective and not motivated by any specific litigation. The company will file a Certificate of Amendment only if the proposal is approved by stockholders and the Board retains the right to abandon the amendment prior to filing. A majority of outstanding shares is required to adopt the amendment; abstentions and broker non-votes will have the same effect as a vote against the proposal.
Advisory shareholder proposal requesting that the Board amend governing documents to allow holders of 10% of outstanding common stock (or lowest under state law) to call a special meeting.
This shareholder proposal, submitted by John Chevedden, asks the Board to lower the stockholder-initiated special meeting threshold from 25% to 10% of outstanding common stock or the lowest permissible percentage under state law. The proponent argues a 10% threshold provides stockholders a reasonable ability to call time-sensitive meetings to address underperformance and that lower thresholds do not lead to abuses. Management strongly opposes the proposal, contending the current 25% threshold strikes the appropriate balance between providing a stockholder right and preventing misuse and unnecessary disruption; the Board notes the threshold was set in 2024 following stockholder approval and that many S&P 500 companies with special meeting rights have thresholds ≥25%. Management also emphasizes proactive stockholder engagement and other governance mechanisms that support accountability. The Board recommends voting against the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 13,780,084 | $3.3B |
| 2 | STATE STREET CORP | 4.7% | 9,983,551 | $2.4B |
| 3 | BlackRock, Inc. | 4.3% | 9,057,588 | $2.2B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 8,687,613 | $2.1B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 5,158,998 | $1.2B |
| 6 | LOOMIS SAYLES CO L P | 2.4% | 5,051,062 | $1.2B |
| 7 | BlackRock, Inc. | 2.2% | 4,593,981 | $1.1B |
| 8 | Ninety One UK Ltd | 1.9% | 4,025,659 | $964M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.5% | 3,144,627 | $753M |
| 10 | JPMORGAN CHASE CO | 1.4% | 2,988,737 | $704M |
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