UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~June~~July 1814, 2025

Autodesk, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-14338

94-2819853

~~000-14338~~

~~94-2819853~~

(State or other jurisdiction ofincorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Market Street, Ste. 400
San Francisco, California		94105
(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 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 57.0201. ~~Departure~~ ofRegulation ~~Directors~~FD ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosures.

~~Board~~On ~~Committee~~July ~~Appointments~~14, 2025, Autodesk provided the following business update: We are confident in our plans to drive long-term shareholder value and remain focused on executing our established strategic priorities in cloud, platform, and AI; optimizing our sales and marketing to drive higher margins; and allocating capital to organic investment, targeted and tuck-in acquisitions, and continuing our share repurchase program as our free cash flow grows.

OnThe ~~April~~information ~~24,~~in ~~2025,~~this ~~Autodesk,~~current ~~Inc.~~report ~~(“Autodesk” or the “Company”) filed a Current Report~~ on Form 8-K ~~disclosing,~~shall ~~among~~not ~~other~~be ~~things, that Jeff Epstein and A. Christine (Christie) Simons were appointed to the Company’s Board of Directors (the~~ deemed “~~Board~~filed”), ~~effective~~for ~~immediately~~purposes ~~following~~of ~~the~~Section ~~conclusion~~18 of the ~~Company’s~~Securities ~~2025~~Exchange ~~annual~~Act ~~meeting~~ of ~~stockholders.~~1934, Atas ~~the~~amended ~~time of their appointments,~~ (the ~~Board~~“Exchange ~~had~~Act”) ~~not~~or otherwise ~~made~~subject ato ~~final determination regarding~~ the ~~committees~~liabilities of ~~the~~that ~~Board~~section, tonor ~~which~~shall ~~Mr.~~it ~~Epstein~~be ~~and~~deemed ~~Ms.~~incorporated ~~Simons~~by ~~would~~reference bein ~~appointed.~~any Onfiling ~~June~~under ~~18, 2025,~~ the ~~Board~~Securities Act ~~appointed each~~ of ~~Mr.~~1933, ~~Epstein~~as ~~and~~amended, ~~Ms.~~or ~~Simons to~~ the ~~Audit~~Exchange ~~Committee of the Board~~Act, ~~effective~~regardless ~~immediately. The Board has determined that each~~ of ~~Mr.~~any ~~Epstein~~general ~~and~~incorporation ~~Ms.~~language ~~Simons is an “audit committee financial expert” under the criteria set forth~~ in ~~Item~~such ~~407(d)(5) of Regulation S-K~~filing.

~~Amendment~~Safe ~~and~~Harbor ~~Restatement of the Company’s 2022 Equity Incentive Plan~~Statement

AsThis ~~further~~current ~~described~~report on Form 8-K contains forward-looking statements that involve risks and uncertainties, including the statements in ~~Item~~the 5first paragraph above.07 There are a significant number of factors that could cause actual results to differ materially from statements made in this ~~Current~~current ~~Report~~report ~~below~~on Form 8-K, atincluding: our strategy to develop and introduce new products and services and to move to platforms and capabilities, exposing us to risks such as limited customer acceptance (both new and existing customers), costs related to product defects, and large expenditures; global economic and political conditions, including changes in monetary and fiscal policy, foreign exchange headwinds, recessionary fears, supply chain disruptions, resulting inflationary pressures and hiring conditions; geopolitical tension and armed conflicts, economic and regulatory uncertainty including tariffs and trade wars, and extreme weather events; costs and challenges associated with strategic acquisitions and investments; our ability to successfully implement and expand our transaction model and our sales and marketing optimization; dependency on international revenue and operations, exposing us to significant international regulatory, economic, intellectual property, collections, currency exchange rate, taxation, political, and other risks, including risks related to the ~~2025~~war ~~Annual~~against ~~Meeting~~Ukraine launched by Russia and our exit from Russia and the current conflict between Israel and Hamas; inability to predict subscription renewal rates and their impact on our future revenue and operating results; existing and increased competition and rapidly evolving technological changes; fluctuation of ~~Stockholders~~our financial results, key metrics and other operating metrics; our transition from up front to annual billings for multi-year contracts; deriving a substantial portion of our net revenue from a small number of solutions, including our AutoCAD-based software products and collections; any failure to successfully execute and manage initiatives to realign or introduce new business and sales initiatives, including our new transaction model for Flex; net revenue, billings, earnings, cash flow, or new or existing subscriptions shortfalls; social and ethical issues relating to the ~~Company~~use ~~held~~of onartificial ~~June~~intelligence 18in our offerings; our ability to maintain security levels and service performance meeting the expectations of our customers, ~~2025~~and (the ~~“Annual~~resources ~~Meeting”)~~and costs required to avoid unanticipated downtime and prevent, detect and remediate performance degradation and security breaches; security incidents or other incidents compromising the ~~stockholders~~integrity of ~~Autodesk~~our ~~voted~~or our customers’ offerings, services, data, or intellectual property; reliance on third parties to provide us with a number of operational and ~~approved~~technical services as well as software; our highly complex software, which may contain undetected errors, defects, or vulnerabilities; increasing regulatory focus on privacy issues and expanding laws; governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the ~~amendment~~controls; protection of our intellectual property rights and ~~restatement~~intellectual property infringement claims from others; the government procurement process; fluctuations in currency exchange rates; our debt service obligations; and our investment portfolio consisting of a variety of investment vehicles that are subject to interest rate trends, market volatility, and other economic factors. Our estimates as to tax rate are based on current interpretations of existing tax law and could be affected by changing interpretations, further guidance, and additional tax legislation. Further information on potential factors that could affect the ~~Company~~financial results of Autodesk are included in Autodesk’s ~~2022~~Form ~~Equity~~10-K ~~Incentive~~and ~~Plan~~subsequent ~~(the~~Forms ~~"2022~~10-Q, ~~Plan~~which asare ~~Amended~~on file with the U.S. Securities and ~~Restated")~~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.

The terms and conditions of the 2022 Plan as Amended and Restated are described in Autodesk's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 6, 2025. The 2022 Plan as Amended and Restated is filed as Exhibit 10.1 ~~hereto and is incorporated by reference herein.~~

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~5.02~~Securities Exchange ~~above~~Act isof ~~incorporated by reference herein. At the Annual Meeting~~1934, the ~~Company~~registrant ~~elected~~has ~~the~~duly ~~following~~caused ~~ten~~this ~~individuals~~report to ~~its~~be ~~Board.~~signed ~~Each~~on ~~director~~its ~~will~~behalf ~~serve~~by ~~for~~ the ~~ensuing~~undersigned ~~year~~hereunto ~~and until his or her successor is~~ duly ~~elected and qualified~~authorized.

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Andrew Anagnost	170,772,192	2,765,235	124,047	15,033,309
Stacy J. Smith	146,133,194	25,871,724	1,656,556	15,033,309
Karen Blasing	171,511,650	2,045,670	104,154	15,033,309
John T. Cahill	168,924,255	4,604,898	132,321	15,033,309
Reid French	162,019,334	11,540,457	101,683	15,033,309
Dr. Ayanna Howard	169,944,923	3,616,699	99,852	15,033,309
Blake Irving	151,696,053	21,483,370	482,051	15,033,309
Ram R. Krishnan	171,346,336	2,168,928	146,210	15,033,309
Stephen Milligan	170,752,250	2,792,660	116,564	15,033,309
Rami Rahim	164,436,342	8,586,226	638,906	15,033,309

	AUTODESK, INC.

	By:	/s/ Janesh Moorjani
		Janesh Moorjani Executive Vice President and Chief Financial Officer

AsDate: July ~~previously disclosed~~14, ~~on April 23,~~ 2025~~, the Board appointed Jeff Epstein and A. Christine (Christie) Simons to the Board, effective immediately following the conclusion of the Annual Meeting.~~

~~In addition, the following proposals were voted on and approved at the Annual Meeting.~~2

Proposal	Votes For	Votes Against	Abstentions	Broker 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, 2026.	169,330,158	19,127,944	236,681
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.	152,924,867	20,345,812	390,795	15,033,309
Proposal to amend and restate the Company’s 2022 Equity Incentive Plan.	161,559,339	11,627,585	474,550	15,033,309

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			Autodesk, Inc. 2022 Equity Incentive Plan As Amended and Restated
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. By: /s/ Ruth Ann Keene Ruth Ann KeeneExecutive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary

Date: June 20, 2025

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