---
schema_version: "secwatch.filing_event.v1"
accession: "0000769397-23-000119"
form_type: "8-K"
ticker: "ADSK"
cik: "0000769397"
company_name: "Autodesk, Inc."
filed_at: "2023-06-22T23:59:59+00:00"
generated_at: "2026-06-13T19:30:31.424958+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Autodesk shareholders elect 11 directors, approve say-on-pay and auditor ratification at 2023 annual meeting

## Summary
- All 11 director nominees elected; Lorrie Norrington received ~151M for, ~28.1M against (highest opposition).
- Say-on-pay approved on advisory basis: ~160.6M for, ~17.5M against, 1.3M abstentions.
- Ratification of Ernst & Young as auditor for FY2024: ~179.7M for, ~14.0M against.
- Board continues annual advisory vote on executive compensation; next frequency vote no later than 2029.
- Stacy J. Smith and Mary T. McDowell received notable opposition (~9.7M and ~7.0M against, respectively).

## SEC filing metadata
- accession: 0000769397-23-000119
- form_type: 8-K
- ticker: ADSK
- cik: 0000769397
- company_name: Autodesk, Inc.
- filed_at: 2023-06-22T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/769397/000076939723000119/0000769397-23-000119-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/769397/000076939723000119/adsk-20230621.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000769397-23-000119
- JSON: https://secwatch.observer/filing/0000769397-23-000119.json
- Plain text: https://secwatch.observer/filing/0000769397-23-000119.txt

## Key facts
- Shareholder Votes
  Autodesk, Inc. shareholders approved 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. at the 2023-06-21 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/769397/000076939723000119/0000769397-23-000119-index.htm
- Shareholder Votes
  Autodesk, Inc. shareholders approved Election of eleven directors at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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").
  evidence_url: https://www.sec.gov/Archives/edgar/data/769397/000076939723000119/0000769397-23-000119-index.htm
- Shareholder Votes
  Autodesk, Inc. shareholders approved Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. at the 2023-06-21 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/769397/000076939723000119/0000769397-23-000119-index.htm
- Shareholder Votes
  Autodesk, Inc. shareholders approved 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. at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/769397/000076939723000119/0000769397-23-000119-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.