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

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
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On March 15, 2018, Rick Hill informed the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) that he would not stand for re-election to the Board at the 2018 Annual Meeting of Stockholders. The decision of Mr. Hill to not seek re-election is not the result of any disagreement with the Company.

Election of Director

On March 21, 2018, the Board appointed Karen Blasing to the Board. Ms. Blasing, age 61, has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the chief financial officer of Guidewire Software, Inc. from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the chief financial officer for Force 10 Networks and the Senior Vice President of Finance for salesforce.com, inc. She also served as chief financial officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing holds a Bachelor of Arts degree in Economics and a Bachelor of Arts degree in Business Administration from the University of Montana and a Master of Business Administration degree from the University of Washington. She sits on the board of directors of Ellie Mae, Inc. and Zscaler, Inc.

Ms. Blasing will participate in the non-employee director compensation arrangements described in the Company's 2017 annual proxy statement filed with the Securities and Exchange Commission on May2, 2017. Under the terms of those arrangements, she will receive, among other things, annual compensation of $75,000 and a prorated initial restricted stock unit grant to acquire the equivalent of $56,849 of the Company's common stock, which vests on the date of the Company’s next annual meeting of stockholders, under the Company's 2012 Outside Directors' Stock Plan. There are no arrangements or understandings between Ms. Blasing and any other persons to which Ms. Blasing was named a director of the Company. Ms. Blasing does not have any family relationship with any of the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. In addition, Ms. Blasing executed the Company's standard form of indemnification agreement. Ms. Blasing has not entered into any other material plan, contract, arrangement or amendment in connection with her appointment to the Board.

The Board appointed Ms. Blasing as a member of the Company's Audit Committee, effective as of March 21, 2018. Ms. Blasing is not a party to any transaction required to be disclosed to Item404(a) of Regulation S-K.

On March 21, 2018, the Company issued a press release regarding the appointment of Ms. Blasing to the Board. The press release is attached as Exhibit99.1 hereto and is incorporated herein by reference.

Item 5.02. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 21, 2018, the Board amended the Company's Bylaws to change the number of directors from ten (10) to elven (11) and to make conforming changes throughout the Bylaws to remove the concept of the Office of the Chief Executive Officer in recognition that the Company has one CEO rather than Co-CEOs. The foregoing description of the amendments to the Bylaws is not complete and is qualified in its entirety by the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description


AUTODESK INC Exhibit
EX-3.1 2 bylawsasamended-2018xmarch.htm BYLAWS AMENDMENT Exhibit Exhibit 3.1AMENDED AND RESTATED BYLAWS OF 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.

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