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)
June 21, 2023
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-14338 94-2819853
(State or other jurisdiction of
 (Commission File Number) (IRS Employer
Identification No.)

One Market Street, Ste. 400
San Francisco,California94105
(Address of principal executive offices)(Zip Code)

(415) 507-5000
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareADSKThe 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 5.07. Submission of Matters to a Vote of Security Holders.

At the 2023 Annual Meeting of Stockholders of Autodesk, Inc. ("Autodesk" or the "Company") held on June 21, 2023 (the “Annual Meeting”), the Company elected the following eleven individuals to its Board of Directors (the "Board"). Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Andrew Anagnost177,736,9791,399,467188,59414,482,127
Stacy J. Smith169,444,1669,686,781194,09314,482,127
Karen Blasing177,044,5142,083,826196,70014,482,127
Reid French176,827,3082,298,063199,66914,482,127
Dr. Ayanna Howard178,351,593784,013189,43414,482,127
Blake Irving175,001,6094,121,127202,30414,482,127
Mary T. McDowell172,094,1617,034,370196,50914,482,127
Stephen Milligan178,311,840778,965234,23514,482,127
Lorrie M. Norrington150,971,95828,149,253203,82914,482,127
Betsy Rafael175,021,0594,108,042195,93914,482,127
Rami Rahim177,949,1841,150,922224,93414,482,127

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

Proposal Votes ForVotes AgainstAbstentionsBroker Non-Votes
Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024.179,668,12813,986,105152,934N/A
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.160,559,51317,506,6121,258,91514,482,127
Proposal1 Year2 Years3 YearsAbstentionsBroker Non-Votes
Proposal to approve, on a non-binding advisory basis, the frequency with which stockholders are provided an advisory (non-binding) vote on the compensation of Autodesk, Inc.’s named executive officers.177,785,26446,9931,326,057166,726N/A

In accordance with the recommendation of the Board and the voting results of the stockholders of Autodesk on this advisory proposal, our Board has continued its policy of holding advisory votes on the compensation of our named executive officers on an annual basis. The next required advisory vote on the frequency of approval of the compensation of our named executive officers will take place no later than the Company’s annual meeting of stockholders in 2029.

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.

By:  /s/  Ruth Ann Keene
 Ruth Ann Keene
Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary
Date:  June 22, 2023