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

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Amendment of Executive Change in Control Program
On December 15, 2016, the Compensation and Human Resources
Committee of the Board of Directors (the Board) of Autodesk, Inc.
(the Company) adopted amendments to the Company’s Executive Change
in Control Program (the Program), which is applicable to each of
the Company’s executive officers. The Program, which would have
terminated on January 31, 2017, was extended to January 31, 2022.
The Program was originally approved in 2000 and provides for
certain payments to participants whose employment is terminated
without cause or for good reason (each as defined in the Program)
in connection with a change of control (as defined in the Program),
provided the participant executes a release and non-solicitation
agreement.
The amendments to the Program, among other things, changed certain
definitions under the Program and changed certain administrative
mechanics under the Program.
The amendments became effective on December 15, 2016. As amended,
the Program shall terminate automatically on January 31, 2022,
unless the Board, in its sole discretion, determines to extend the
duration of the Program.
A copy of the Program is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Resignation of Steven West
On December 16, 2016, Steven West announced his resignation as a
member of the Board for personal reasons, effective immediately. At
the time of his resignation, Mr. West served as a member of the
Board’s Audit Committee. Mr. West advised the Company that his
resignation was not in connection with any disagreement with the
Company on any matter relating to its operations, policies or
practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
In connection with Mr. West’s resignation from the Board, on
December 16, 2016, the Board amended Article III, Section 3.2 of
the Company’s Bylaws to change the number of directors from eleven
(11) to ten (10). The amendment to the Bylaws became effective
immediately upon its adoption.
The Bylaws, as amended, are attached as Exhibit 3.1 hereto and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.> Description
3.1 Amended and Restated Bylaws of the Company, dated December
16, 2016
10.1*
Amended and Restated Executive Change in Control Program
* Denotes a management contract or compensatory plan or
arrangement.


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.

Autodesk, Inc. (NASDAQ:ADSK) Recent Trading Information

Autodesk, Inc. (NASDAQ:ADSK) closed its last trading session up +0.31 at 76.01 with 1,630,903 shares trading hands.

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