---
schema_version: "secwatch.filing_event.v1"
accession: "0000769397-26-000050"
form_type: "8-K"
ticker: "ADSK"
cik: "0000769397"
company_name: "Autodesk, Inc."
filed_at: "2026-06-18T20:02:08+00:00"
generated_at: "2026-06-18T20:04:03.106000+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Autodesk shareholders approve officer exculpation amendment, elect directors at annual meeting

## Summary
- Certificate of Amendment filed to provide officer exculpation as permitted by Delaware law, effective June 17, 2026.
- All 11 director nominees elected; Stacy J. Smith received 23.9M votes against (13.9% of votes cast).
- Stockholder proposal to amend special meeting right failed with 90.2M votes against (52.4% of votes cast).
- Ratification of Ernst & Young as auditor for FY2027 passed with 166.7M votes for.
- Non-binding advisory vote on executive compensation approved with 157.5M votes for.

## SEC filing metadata
- accession: 0000769397-26-000050
- form_type: 8-K
- ticker: ADSK
- cik: 0000769397
- company_name: Autodesk, Inc.
- filed_at: 2026-06-18T20:02:08+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/769397/000076939726000050/0000769397-26-000050-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/769397/000076939726000050/adsk-20260617.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000769397-26-000050
- JSON: https://secwatch.observer/filing/0000769397-26-000050.json
- Plain text: https://secwatch.observer/filing/0000769397-26-000050.txt

## Key facts
- Governance Changes
  Autodesk, Inc.: Amended the certificate of incorporation to provide for officer exculpation as permitted by Delaware law (effective 2026-06-17).
  - Change: charter amendment
  - Effective: 2026-06-17
  source text: Autodesk, Inc. (“Autodesk” or the “Company”) filed its Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which was approved by its stockholders at the Company’s 2026 Annual Meeting of Stockholders held on June 17, 2026 (the “Annual Meeting”), with the Delaware Secretary of State effective June 17, 2026. A description of the changes effected by the Certificate of Amendment is contained in Appendix B of the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 6, 2026, which Appendix B is incorporated herein by reference. The changes relate to providing for officer exculpation as permitted by Delaware law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/769397/000076939726000050/0000769397-26-000050-index.htm

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