Autodesk SEC Filings

Autodesk, Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on June 17, 2026. Proposals include electing 11 directors, ratifying Ernst & Young as auditor for the year ending January 31, 2027, approving a non-binding say-on-pay vote, amending the certificate of incorporation to add officer exculpation permitted under Delaware law, and an advisory vote on a stockholder special-meeting proposal that the Board recommends against.

The Board highlights strong fiscal 2026 results, with record revenue, operating income, and free cash flow, and an ongoing shift to cloud, platform and AI-driven offerings. Governance features include a majority-independent, diverse Board with a separate independent Chair, proxy access, majority voting, and robust stockholder engagement. Executive pay is heavily performance-based, with most compensation in long-term equity tied to financial goals and three-year relative total shareholder return.

Autodesk Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 15,886,099 shares of Common Stock, representing 7.52% of the class as of 03/31/2026. The filing states Vanguard exercises sole dispositive power over the 15,886,099 shares and sole voting power over 2,106,015 shares. The filing lists affiliated Vanguard entities that exercise voting or dispositive power on certain client accounts and clarifies holdings include Vanguard funds and managed accounts.

Autodesk, Inc. is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held June 17, 2026, for the election of 11 directors and votes on auditor ratification, executive compensation (advisory), an amendment to permit officer exculpation, and a possible stockholder proposal.

Fiscal 2026 results highlighted in the proxy state record revenue of $7.2B, GAAP operating income of $1.6B, non-GAAP operating income of $2.7B, cash flow from operations $2.5B, and free cash flow $2.4B. The company reports share repurchases of $5.2B over five years and emphasizes governance, board refreshment, and executive pay tied to performance metrics including revised PSUs and rTSR.

Autodesk, Inc. announced a planned change to its board of directors. Stephen Milligan has informed the board that he will not stand for re-election at the upcoming annual general meeting and will serve as a director until his current term ends.

The board has nominated Omar Abbosh, currently CEO of Pearson and a veteran of leadership roles at Microsoft and Accenture, as a new independent director candidate for election by shareholders. Following Milligan’s departure and Abbosh’s appointment, the board will continue to have 11 directors, 10 of whom are independent.

Autodesk, Inc. President and CEO Andrew Anagnost received a stock award of 52,762 shares of common stock on April 10, 2026. The award was granted at no cash cost as part of his compensation and is structured as Restricted Stock Units that vest in two approximately equal annual installments over two years from the grant date.

After this grant, Anagnost beneficially owns 200,503 shares of Autodesk common stock, which includes shares acquired in March 2026 under the company’s Employee Stock Purchase Plan and 85,344 shares of unvested Restricted Stock Units.

Autodesk, Inc. executive Rebecca Pearce, EVP and Chief People Officer, received a grant of 7,454 shares of common stock on April 10, 2026 as a stock-based award. These Restricted Stock Units vest as to approximately one-half of the total shares on an approximate annual basis over a two-year period from the grant date. Following this award, she beneficially owns 21,263 shares of Autodesk common stock, which includes shares acquired in March 2026 through the company’s Employee Stock Purchase Plan and 12,797 shares of unvested Restricted Stock Units.

Moorjani Janesh reported acquisition or exercise transactions in this Form 4 filing.

Autodesk, Inc. Executive Vice President and Chief Financial Officer Janesh Moorjani received a grant of 12,424 shares of common stock in the form of Restricted Stock Units. These RSUs vest in roughly one-third installments each year over a three-year period starting from April 10, 2026.

Following this grant and including prior plan purchases, Moorjani beneficially owns 48,493 shares of Autodesk common stock, of which 29,317 shares are unvested Restricted Stock Units.

Autodesk, Inc. executive Ruth Ann Keene received an equity award of 7,785 shares of common stock on April 10, 2026. The award reflects a grant or other acquisition with no cash price per share, consistent with stock-based compensation.

According to the footnotes, these shares represent Restricted Stock Units that vest as to approximately one-half of the total shares on an approximate annual basis over a two-year period from the grant date. After this grant, Keene beneficially owns 88,857 shares in total, including 13,244 shares of unvested Restricted Stock Units.

Autodesk, Inc. executive Steven M. Blum, EVP and Chief Operating Officer, reported an equity award of 12,921 shares of common stock on April 10, 2026. The award was granted at no cash cost and is tied to Restricted Stock Units that vest in two approximately annual installments over two years from the grant date.

Following the grant, Blum directly holds 24,473 shares of Autodesk common stock, and his total beneficial ownership also reflects 23,724 unvested Restricted Stock Units. In addition, 32,993 shares are held indirectly through the BLUM FAMILY DECL. TR, a family trust where he serves as trustee and disclaims beneficial ownership except for his proportionate economic interest. The filing also notes shares acquired in March 2026 through Autodesk's Employee Stock Purchase Plan.