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.

• Strategic priorities included completing a go-to-market transformation, expanding cloud-based platforms, and advancing AI capabilities for industry-specific automation.

• Over the last five years, $5.2B was returned to stockholders through share repurchases.

• The company enters fiscal 2027 with confidence, emphasizing innovation, disciplined capital allocation, and long-term value creation.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of 11 directors, (2) ratification of Ernst & Young LLP as auditor, (3) non-binding say-on-pay for executive compensation, (4) amendment to the Certificate of Incorporation for officer exculpation, and (5) a shareholder proposal to reduce the threshold to call special meetings from 25% to 10%.

• The Board recommends FOR all management proposals and AGAINST the shareholder proposal.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; 55% are diverse by gender, sexual orientation, or ethnicity.

• Separate Chair and CEO roles; annual election of directors with majority voting.

• Board refreshment ongoing, with seven new directors appointed in recent years and an average tenure of 4.8 years.

• Committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Regular board and committee self-evaluations, director orientation, and continuing education.

• Stockholder engagement included outreach to holders of over half of outstanding shares in fiscal 2026.