None.
Index to Exhibits
| | | | | | | | | | | | | | | | | | | | |
|---|
| Exhibit | | | | | | Filed | | | Incorporated by Reference | | | | | | | | | | | |
| Number | | | Description | | | Herewith | | | Form | | | SEC File No. | | | Exhibit | | | Filing Date | | |
| 3.1 | | | Amended and Restated Certificate of Incorporation of Registrant | | | | | | 10-K | | | 000-14338 | | | 3.1 | | | 3/20/2006 | | |
| 3.2 | | | Amended and Restated Bylaws of Registrant | | | | | | 8-K | | | 000-14338 | | | 3.1 | | | 12/15/2022 | | |
| 4.1 | | | Indenture dated December 13, 2012, by and between the Registrant and U.S. Bank National Association | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 12/13/2012 | | |
| 4.2 | | | First Supplemental Indenture (including Form of Notes) dated December 13, 2012, by and between the Registrant and U.S. Bank National Association | | | | | | 8-K | | | 000-14338 | | | 4.2 | | | 12/13/2012 | | |
| 4.3 | | | Third Supplemental Indenture (including Form of Notes) dated June 8, 2017, by and between the Registrant and U.S. Bank National Association | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 6/8/2017 | | |
| 4.4 | | | Fourth Supplemental Indenture (including Form of Notes) dated January 14, 2020, by and between the Registrant and U.S. National Bank Association | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 1/14/2020 | | |
| 4.5 | | | Fifth Supplemental Indenture, dated October 7, 2021, by and between Registrant and U.S. Bank National Association, including Form of Note for Autodesk, Inc.’s 2.400% Notes due 2031 | | | | | | 8-K | | | 000-14338 | | | 4.1 | | | 10/7/2021 | | |
| 4.6 | | | Description of Registrant's Capital Stock | | | | | | 10-K | | | 000-14338 | | | 4.6 | | | 3/19/2020 | | |
| 10.1* | | | Description of Registrant's Performance Stock Unit Program | | | | | | 8-K | | | 000-14338 | | | | | | 3/26/2018 | | |
| 10.2* | | | Registrant's 2012 Employee Stock Plan, as amended and restated effective as of June 12, 2018 | | | | | | 10-Q | | | 000-14338 | | | 10.2 | | | 8/30/2018 | | |
| 10.3* | | | Registrant's 2012 Employee Stock Plan Form of Restricted Stock Unit Agreement, as amended and restated | | | | | | 10-Q | | | 000-14338 | | | 10.2 | | | 8/30/2016 | | |
| 10.4* | | | Registrant's 2012 Employee Stock Plan Form of Severance Restricted Stock Unit Agreement, as amended and restated | | | | | | 10-Q | | | 000-14338 | | | 10.3 | | | 8/30/2016 | | |
| 10.5* | | | Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement | | | | | | 8-K | | | 000-14338 | | | 10.2 | | | 3/13/2012 | | |
| 10.6* | | | Registrant's 2012 Employee Stock Plan Form of Stock Option Agreement (non-U.S. Employees) | | | | | | 8-K | | | 000-14338 | | | 10.4 | | | 3/13/2012 | | |
| 10.7* | | | PlanGrid, Inc. 2012 Equity Incentive Plan | | | | | | S-8 | | | 333-228934 | | | 99.1 | | | 12/21/2018 | | |
| 10.8* | | | Amended and Restated BuildingConnected, Inc. 2013 Stock Plan | | | | | | S-8 | | | 333-229346 | | | 99.1 | | | 1/24/2019 | | |
| 10.9* | | | Registrant's 2012 Outside Directors' Stock Plan, as amended and restated | | | | | | 10-K | | | 000-14338 | | | 10.18 | | | 3/21/2017 | | |
| 10.10* | | | Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement | | | | | | 8-K | | | 000-14338 | | | 10.5 | | | 3/13/2012 | | |
| 10.11* | | | Registrant's 2012 Outside Directors' Stock Plan Form of Restricted Stock Unit Agreement | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 6/4/2019 | | |
| 10.12* | | | Registrant’s Executive Incentive Plan, as amended and restated | | | | | | 10-K | | | 000-14338 | | | 10.23 | | | 3/23/2016 | | |
| 10.13* | | | Registrant’s 2005 Non-Qualified Deferred Compensation Plan, as amended and restated, effective as of January 1, 2010 | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 12/8/2009 | | |
| 10.14* | | | Executive Change in Control Program, as amended and restated | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 4/27/2022 | | |
| 10.15* | | | Form of Indemnification Agreement executed by the Registrant and each of its officers and directors | | | | | | 10-K | | | 000-14338 | | | 10.8 | | | 3/31/2005 | | |
| 10.16 | | | Form of Qualified Retirement Agreement under the Registrant Amended and Restated Severance Plan and Summary Plan Description dated March 25, 2021 | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 9/1/2021 | | |
| 10.17.1* | | | Employment Agreement, dated as of June 19, 2017, by and between the Registrant and Andrew Anagnost | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 6/19/2017 | | |
| 10.17.2 | | | First Amendment to Andrew Anagnost Employment Agreement, dated as of April 27, 2022, by and between the Registrant and Andrew Anagnost | | | | | | 8-K | | | 000-14338 | | | 10.2 | | | 4/27/2022 | | |
| 10.18* | | | Deborah Clifford Offer Letter dated February 12, 2021 | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 6/3/2021 | | |
| 10.19* | | | Registrant Amended and Restated Severance Plan and Summary Plan Description dated March 25, 2021 | | | | | | 10-Q | | | 000-14338 | | | 10.2 | | | 6/3/2021 | | |
| 10.20* | | | Registrant's 2012 Employee Stock Plan Form of Retirement Restricted Stock Unit Agreement, as amended and restated | | | | | | 10-K | | | 000-14338 | | | 10.21 | | | 3/19/2021 | | |
| 10.21 | | | Amendment No. 1 to Amended and Restated Credit Agreement dated November 21, 2022 | | | | | | 10-Q | | | 000-14338 | | | 10.1 | | | 12/16/22 | | |
| 10.22 | | | Autodesk, Inc. 2022 Equity Incentive Plan | | | | | | 8-K | | | 000-14338 | | | 10.1 | | | 06/21/2022 | | |
- Denotes a management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Autodesk, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
†† The financial information contained in these XBRL documents is unaudited.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
|---|
| | | | | | AUTODESK, INC. | | | | | |
| | | | | | By: | | | /s/ ANDREW ANAGNOST | | |
| | | | | | | | | Andrew Anagnost | | |
| | | | | | | | | President and Chief Executive Officer | | |
| Dated: | | | March 14, 2023 | | | | | | | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Anagnost and Deborah L. Clifford each as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of March 14, 2023.
| | | | | | | | |
|---|
| Signature | | | | | | Title | | |
| /s/ ANDREW ANAGNOST | | | | | | President and Chief Executive Officer, Director (Principal Executive Officer) | | |
| Andrew Anagnost | | | | | | | | |
| | | | | | | | |
| /s/ DEBORAH L. CLIFFORD | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
| Deborah L. Clifford | | | | | | | | |
| | | | | | | | |
| /s/ STEPHEN W. HOPE | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | |
| Stephen W. Hope | | | | | | | | |
| | | | | | | | |
| /s/ STACY J. SMITH | | | | | | Director (Non-executive Chairman of the Board) | | |
| Stacy J. Smith | | | | | | | | |
| | | | | | | | |
| /s/ KAREN BLASING | | | | | | Director | | |
| Karen Blasing | | | | | | | | |
| | | | | | | | |
| /s/ REID FRENCH | | | | | | Director | | |
| Reid French | | | | | | | | |
| | | | | | | | |
| /s/ AYANNA HOWARD | | | | | | Director | | |
| Ayanna Howard | | | | | | | | |
| | | | | | | | |
| /s/ MARY T. MCDOWELL | | | | | | Director | | |
| Mary T. McDowell | | | | | | | | |
| | | | | | | | |
| /s/ BLAKE J. IRVING | | | | | | Director | | |
| Blake J. Irving | | | | | | | | |
| | | | | | | | |
| /s/ STEPHEN D. MILLIGAN | | | | | | Director | | |
| Stephen D. Milligan | | | | | | | | |
| | | | | | | | |
| /s/ LORRIE M. NORRINGTON | | | | | | Director | | |
| Lorrie M. Norrington | | | | | | | | |
| | | | | | | | |
| /s/ ELIZABETH RAFAEL | | | | | | Director | | |
| Elizabeth Rafael | | | | | | | | |
| | | | | | | | |
| /s/ RAMI RAHIM | | | | | | Director | | |
| Rami Rahim | | | | | | | | |