Autodesk, Inc. (NASDAQ:ADSK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On June18, 2017, the Board of Directors (the Board) of Autodesk,
Inc. (the Company) appointed Andrew Anagnost as President and
Chief Executive Officer of the Company (CEO), effective June19,
2017. Dr.Anagnost had served since February8, 2017 as an interim
Co-Chief Executive Officer (Co-CEO) during the Companys
CEO search. The Board also appointed Dr.Anagnost to the Board to
fill the vacancy created by the resignation of Jeff Clarke, as
described more fully below, effective June19, 2017.
Dr.Anagnost, 52,
joined the Company in September 1997 and has served as
Co-CEO since
February 2017, Chief Marketing Officer since December 2016 and as
the Companys Senior Vice President, Business Strategy Marketing,
since March 2012. From December 2009 to March 2012, Dr.Anagnost
was Vice President, Product Suites and Web Services of the
Company. Prior to this position, Dr.Anagnost served as Vice
President of CAD/CAE products for the manufacturing division of
the Company from March 2007 to December 2009. Previously,
Dr.Anagnost held other senior management positions at the
Company. Prior to joining the Company, Dr.Anagnost held various
engineering, sales, marketing and product management positions at
Lockheed Aeronautical Systems Company and EXA Corporation. He
also served as an NRC post-doctoral fellow at NASA Ames Research
Center. Dr.Anagnost holds a bachelor of science degree in
Mechanical Engineering from the California State University, and
holds both a MS in Engineering Science and a PhD in Aeronautical
Engineering and Computer Science from Stanford
University.
Dr.Anagnost has no family
relationships with any director, executive officer, or person
nominated or chosen by the Company to become a director or
executive officer of the Company. Dr.Anagnost is not a party to
any transaction required to be disclosed to Item 404(a) of
Regulation S-K.
Employment Agreement with
Dr.Anagnost
On June19, 2017, the Company
entered into an employment agreement with Dr.Anagnost (the
Employment Agreement), effective as of June19, 2017 (the
Effective Date), in connection with his appointment as CEO. The
Employment Agreement does not provide for a fixed term of
employment, and accordingly, either Dr.Anagnost or the Company
may terminate the employment relationship at any time upon 30
days prior written notice to the other party.
Under the Employment
Agreement, Dr.Anagnost will receive an annual base salary of
$800,000, effective as of the Effective Date. In addition,
Dr.Anagnost is eligible to receive an annual cash incentive bonus
under the Companys Executive Incentive Plan, which may become
payable upon the achievement of certain performance goals
established by the Compensation Committee of the Board.
Dr.Anagnosts target annual incentive will be not less than 125%
of his annual base salary as of the Effective Date. For the
Companys 2018 fiscal year, Dr.Anagnosts annual cash incentive
bonus will be prorated to reflect his target annual incentive and
annual base salary prior to his being appointed as CEO and his
target annual incentive and annual base salary following such
appointment.
As of the Effective Date, the
Company will grant Dr.Anagnost equity awards under the Companys
2012 Employee Stock Plan, as amended, including (i)an annual
grant for fiscal year 2018 with a value of $4,000,000 on the date
of grant, of which forty percent (40%) consists of time-based
restricted stock units (that will vest in three equal annual
installments from the date of grant) and sixty percent (60%)
consists of performance-based restricted stock units (that,
subject to the Companys achievement of certain free cash flow per
share and annual recurring revenue performance goals with respect
to the Companys fiscal year 2020, will vest on March20, 2020),
and (ii)a grant in connection with Dr.Anagnosts promotion to CEO
with a value of $2,000,000 on the date of grant, consisting
entirely of performance-based restricted stock units (that,
subject to the Companys achievement of certain free cash flow per
share and annual recurring revenue performance goals with respect
to the Companys fiscal year 2020, will vest on March20, 2020).
Effective commencing with the Companys 2019 fiscal year,
Dr.Anagnost will be eligible to receive long term incentive
equity awards generally made available to executive officers of
the Company.
If Dr.Anagnosts employment is
terminated by the Company without cause or by him for good
reason, in either case, other than in connection with a change in
control of the Company, and subject to his execution and
non-revocation of a general release of claims and continued
compliance with the restrictive covenants set forth in the
Employment Agreement (as described below), Dr.Anagnost will
receive the following severance payments and benefits: (i)payment
of an amount equal to two hundred percent (200%) of his annual
base salary, payable in substantially equal installments
bi-monthly over twelve (12)months; (ii) payment of his pro-rata
bonus for the fiscal year of the Company in which termination
occurs, provided the applicable Company bonus targets are
satisfied; (iii)with respect to each of his then outstanding and
unvested time-based equity awards, such awards will become fully
vested; (iv)with respect to each of his then outstanding and
unvested performance-based equity awards, such awards will become
vested to the extent that the underlying performance criteria are
satisfied for the applicable performance period, as prorated to
reflect the number of days in which he was employed during such
period; and (v)continued health benefits at the Companys expense
under COBRA for up to 12 months following the date of
termination.
If Dr.Anagnosts employment is
terminated by the Company without cause or by him for good
reason, in either case, in connection with a change in control of
the Company, and subject to his execution and non-revocation of a
general release of claims and continued compliance with the
restrictive covenants set forth in the Employment Agreement,
Dr.Anagnost will receive the following severance payments and
benefits: (i)a lump-sum payment of an amount equal to two hundred
percent (200%) of his annual base salary and average annual
bonus; (ii)payment of his pro-rata bonus for the fiscal year of
the Company in which termination occurs, provided the Company
bonus targets are satisfied; (iii)with respect to each of his
then outstanding and unvested equity awards, such awards will
become fully vested, provided, that the performance criteria of
any such performance-based equity awards will be deemed achieved
at target levels; and (iv)continued health benefits at the
Companys expense under COBRA for up to 18 months following the
date of termination.
The Employment Agreement
provides for customary non-solicitation and non-disparagement
covenants that apply during the period in which Dr.Anagnost is
receiving severance pay in respect of his annual base salary. In
addition, Dr.Anagnost is subject to confidentiality covenants to
a confidentiality agreement with the Company.
to the Employment Agreement,
if any payments or benefits provided to Dr.Anagnost in connection
with a change in control of the Company are subject to excise
taxes as a result of the application of Sections 280G and 4999 of
the Internal Revenue Code, such payments and benefits will be
reduced so that no excise tax is payable, but only if this
reduction results in a more favorable after-tax position for
him.
Under the Employment
Agreement, the Company has agreed to continue to nominate
Dr.Anagnost to serve as a member of the Board for as long as he
is employed by the Company.
The above summary of the terms
of the Employment Agreement does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of
the Employment Agreement, which is included as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Separation Agreement with
Mr.Hanspal
On June15, 2017, Amar Hanspal
notified the Company that he would be leaving the Company. On
June19, 2017, the Company entered into a separation agreement
with Mr.Hanspal (the Separation Agreement), to which Mr.Hanspal
will cease to be employed with the Company effective July10, 2017
(the Separation Date).
to the Separation Agreement,
which includes a general release of claims, Mr.Hanspal will
receive the following severance payments and benefits: (i)a
lump-sum payment of an amount equal to one and one-half (1.5)
times the sum of his annual base salary; (ii)a lump-sum payment in an amount
equal to one and one-half (1.5) times his target annual
incentive; (iii)with respect to each of his then outstanding and
unvested time-based equity awards, accelerated vesting as to the
number of shares underlying the awards that would have vested had
he remained employed through July1, 2018; (iv) with respect to
each of his then outstanding and unvested performance-based
equity awards, such awards will remain eligible to vest as if he
had remained continuously employed through March26, 2018, based
on the extent, if any, that the underlying performance criteria
are satisfied for awards with a performance period ending through
the last day of the Companys 2018 fiscal year (and the remainder
of such equity awards that do not become so vested will be
forfeited upon the date of termination); (v) a lump-sum payment
in an amount equal to the estimated cost of his continued health
benefits under COBRA for eighteen (18)months, as grossed up for
taxes; and (vi)a lump-sum payment in respect of an untaken
vacation leave benefit of six weeks of base
salary.
In addition, the Separation
Agreement provides for customary non-solicitation and
non-disparagement covenants.
The above summary of the terms
of the Separation Agreement does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of
the Separation Agreement, which is attached as Exhibit 10.2 to
this Current Report on Form 8-K and incorporated herein by
reference.
Resignation of
Directors
Jeff Clarke and Scott D.
Ferguson each resigned from the Board, effective June19, 2017, in
accordance with the settlement agreement, dated February6, 2017,
by and among the Company, Sachem Head Capital Management LP,
Uncas GP LLC, and Sachem Head GP LLC, and the Board accepted such
resignations. A copy of Mr.Clarkes and Mr.Fergusons resignation
letters are attached as Exhibits 17.1 and 17.2, respectively, to
this Current Report on Form 8-K.
The Board is continuing to
evaluate candidates for an additional independent member of the
Board to replace Mr.Ferguson. At the time of their resignations,
Mr.Clarke served on the Audit Committee of the Board and
Mr.Ferguson served on the Compensation and Human Resources
Committee of the Board. Following the resignations of Messrs.
Clarke and Ferguson, the Audit Committee of the Board shall
consist of Betsy Rafael, Lorrie Norrington and Tom Georgens, and
the Compensation and Human Resources Committee of the Board shall
consist of Mary McDowell and Stacy Smith.
Item7.01. |
Regulation FD Disclosures. |
On June19, 2017, the Company
issued a press release relating to the appointment of Dr.Anagnost
as the new CEO and a member of the Board and the resignation of
Mr.Hanspal. This press release is attached as Exhibit 99.1 to
this Current Report on Form8-K, is incorporated herein by
reference and is deemed to be furnished to this
section.
This Exhibit 99.1 shall not be
deemed filed for purposes of Section18 of the Exchange Act, or
incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
| 10.1 |
Employment Agreement, dated as of June19, 2017, by and between the Company and Andrew Anagnost. |
|
| 10.2 |
Separation Agreement, dated as of June19, 2017, by and between the Company and Amar Hanspal. |
|
| 17.1 | Resignation of Jeff Clarke. | |
| 17.2 | Resignation of Scott D. Ferguson. | |
| 99.1 | Press Release issued on June19, 2017. |
AUTODESK INC ExhibitEX-10.1 2 d372890dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AUTODESK,…To view the full exhibit click here About Autodesk, Inc. (NASDAQ:ADSK)
Autodesk, Inc. (Autodesk) is a design software and services company, offering customers productive business solutions through technology products and services. The Company serves customers in the architecture, engineering and construction; manufacturing, and digital media, consumer and entertainment industries. It operates in four segments: Architecture, Engineering and Construction (AEC), Platform Solutions and Emerging Business (PSEB), Manufacturing (MFG), and Media and Entertainment (M&E). The PSEB, AEC and MFG segments offer a range of services, including consulting, support and training. The M&E segment offers software products to professionals, post-production facilities and broadcasters for a range of applications. Its software products enable its customers to experience their ideas before they are real by allowing them to imagine, design and create their ideas and to visualize, simulate and analyze real-world performance in the design process by creating digital prototypes.
