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ADSK > SEC Filings for ADSK > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Sales Commission Plan with Steven Blum
On June 13, 2013, the Compensation and Human Resources Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Autodesk, Inc. (the "Company") substituted revenue and non-GAAP operating margin compensation objectives in lieu of contribution margin compensation objectives for Steven Blum, the Company's Senior Vice President, Worldwide Sales and Services. Additional information regarding Mr. Blum's compensation for fiscal 2014 is set forth in the Current Report on Form 8-K filed by the Company on March 25, 2013.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 13, 2013, the Board amended Article III, Section 3.2 of the Company's Bylaws to change the number of directors from ten (10) to nine (9). The Bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on June 13, 2013 (the "Annual Meeting"), the stockholders of the Company elected the following nine individuals to the Board. Each Director will serve for the ensuing year and until their successors are duly elected and qualified.

       Nominee          Votes For   Votes Against  Abstentions*  Broker Non Votes*
Carl Bass              178,256,226      2,686,879       127,159         16,433,259
Crawford W. Beveridge  177,712,307      3,214,007       143,950         16,433,259
J. Hallam Dawson       177,799,706      3,128,691       141,867         16,433,259
Thomas Georgens        176,977,214      3,941,416       151,634         16,433,259
Per-Kristian Halvorsen 111,733,146     69,182,355       154,763         16,433,259
Mary T. McDowell       174,568,589      6,354,618       147,057         16,433,259
Lorrie M. Norrington   180,616,706        306,579       146,979         16,433,259
Stacy J. Smith         174,386,738      6,531,610       151,916         16,433,259
Steven M. West         180,420,907        498,847       150,510         16,433,259


* Abstentions and broker non-votes do not affect the outcome of the election.

In addition, the following proposals were voted on and approved at the Annual Meeting.

                     Votes For       Votes Against      Abstentions     Broker Non Votes
Proposal to
ratify the
appointment of
Ernst & Young
LLP as the
accounting firm
for the fiscal
year ending
January 31, 2014     192,627,477         4,616,659           259,387                  -
Proposal to
approve, on a
advisory basis,
the compensation
of the Company's
named executive
officers as
described in the
proxy statement.     117,146,084        62,951,910           972,270         16,433,259

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
3.1 Bylaws, as amended

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