Autodesk (ADSK) Proxy filing summary

Executive summary

• Fiscal 2026 delivered record revenue ($7.2B, up 18%), operating income ($1.6B, up 17%), and free cash flow ($2.4B, up 54%), reflecting strong execution and a resilient business model.

• Completed a decade-long transformation to a subscription-based, cloud-enabled platform, with new AI capabilities rolling out in fiscal 2027.

• Returned $5.2B to stockholders via repurchases over the last five years.

Voting matters and shareholder proposals

• Election of 11 directors, with 10 of 11 nominees independent.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2027.

• Advisory vote to approve executive compensation (say-on-pay).

• Proposal to amend the Certificate of Incorporation for officer exculpation under Delaware law.

• Shareholder proposal to reduce the threshold to call special meetings from 25% to 10% ownership, which the Board recommends voting against.

Board of directors and corporate governance

• Board comprises 11 members, 10 of whom are independent; separate Chair and CEO roles.

• Board diversity: 55% of nominees are diverse by gender, sexual orientation, or ethnicity.

• Annual board and committee self-evaluations, regular stockholder engagement, and evergreen board refreshment.

• Directors are subject to stock ownership guidelines and limits on outside board memberships.