SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 11, 2020
(Exact name of registrant as specified in its charter)
|Delaware|| ||000-14338|| ||94-2819853|
|(State or other jurisdiction of|
| ||(Commission File Number)|| ||(IRS Employer|
111 McInnis Parkway
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||ADSK||The Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [☐]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2020, Autodesk, Inc. (“Autodesk” or the “Company”) issued a press release updating its business outlook for the third quarter of fiscal 2021. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2020, R. Scott Herren informed the Company of his intention to resign as senior vice president and chief financial officer to become chief financial officer at Cisco Systems, Inc. Mr. Herren will remain with the Company through mid-December 2020. Mr. Herren’s resignation is not related to any disagreement with the Company regarding any financial or other matters.
Item 7.01. Regulation FD Disclosures
The Company issued a press release dated November 12, 2020, regarding the events described in Items 2.02 and 5.02. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||AUTODESK, INC.|
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By: /s/ Pascal W. Di Fronzo
| ||Pascal W. Di Fronzo|
SVP, Corporate Affairs, Chief Legal Officer and Secretary
Date: November 12, 2020
Autodesk Announces Executive Change
CFO Scott Herren Departing Company; Autodesk Expects Q3 Results Above Guidance Range
SAN RAFAEL, Calif., November 12, 2020 - Autodesk, Inc. (Nasdaq: ADSK) today announced the departure of Scott Herren, the company’s senior vice president and chief financial officer. After more than six years at Autodesk, Herren is leaving the design and engineering software leader in mid-December to become chief financial officer at Cisco.
“Scott has played a critical role in driving the business over the last six years and was instrumental in helping Autodesk successfully navigate the business model transition,” said Andrew Anagnost, Autodesk president and CEO. “I want to thank Scott for the many contributions he has made to Autodesk and wish him continued success in the next chapter of his career.”
“It’s been a great run and I am proud to have been part of six transformational years at Autodesk,” said Herren. “It has been a pleasure working with everybody at the company, growing an exceptionally talented finance organization and establishing a leadership position in design and make technology. With the transition to a SaaS business model now complete, I leave knowing Autodesk is well positioned for the future.”
Autodesk has initiated a selection process for a new chief financial officer. Fiscal third quarter 2021 results, which will be reported on November 24th, 2020, are expected to be above Autodesk’s guidance range across all Q3 guidance metrics. The company remains confident in its fiscal 2023 financial goals and the long-term potential from digitization across AEC, the convergence of design and make in manufacturing, and the monetization of non-compliant and legacy users.
Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including quotations from management and statements about our financial goals, our strategies, industry and product potential, performance, and results. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: failure to achieve our revenue and profitability objectives; failure to successfully manage transitions to new business models and markets; failure to maintain cost reductions or otherwise control our expenses; difficulty in predicting revenue from new businesses and the potential impact on our financial results from changes in our business models; developments in the COVID-19 pandemic and the resulting impact on our business and operations; general market, political, economic, and business conditions, including from an economic downturn or recession in the United States or in other countries around the world; any imposition of new tariffs or trade barriers; the impact of non-cash charges on our financial results; fluctuation in foreign currency exchange rates; the success of our foreign currency hedging program; our performance in particular geographies, including emerging economies; the ability of governments around the world to meet their financial and debt obligations, and finance infrastructure projects; weak or negative growth in the industries we serve; slowing momentum in subscription billings or revenues; difficulties encountered in integrating new or acquired businesses and technologies; the inability to identify and realize the anticipated benefits of acquisitions; the financial and business condition of our reseller and distribution channels; dependence on and the timing of large transactions; pricing pressure; unexpected fluctuations in our annual effective tax rate; significant effects of tax legislation and judicial or administrative interpretation of tax regulations, including the Tax Cuts and Jobs Act; the timing and degree of expected investments in growth and efficiency opportunities; changes in the timing of product releases and retirements; and any unanticipated accounting charges. Our estimates as to tax rate are based on current tax law, including current interpretations of the Tax Cuts and Jobs Act, and could be affected by changing interpretations of that Act, as well as additional legislation and guidance around that Act.
Further information on potential factors that could affect the financial results of Autodesk are included in Autodesk's Form 10-K and subsequent forms 10-Q, which are on file with the U.S.
Securities and Exchange Commission. Autodesk disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
Autodesk makes software for people who make things. If you’ve ever driven a high-performance car, admired a towering skyscraper, used a smartphone, or watched a great film, chances are you’ve experienced what millions of Autodesk customers are doing with our software. Autodesk gives you the power to make anything. For more information visit autodesk.com or follow @autodesk.
Autodesk is a registered trademark of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. All other brand names, product names or trademarks belong to their respective holders. Autodesk reserves the right to alter product and services offerings, and specifications and pricing at any time without notice and is not responsible for typographical or graphical errors that may appear in this document.
© 2020 Autodesk, Inc. All rights reserved.
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