<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AUTODESK, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF AUTODESK APPEARS HERE]
May 19, 1995
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk's 1995 Annual Meeting of
Stockholders to be held on Friday, June 30, 1995 at 2:00 P.M., local time. The
meeting will be held at the Embassy Suites Hotel, 101 McInnis Parkway, San
Rafael, California.
At this year's meeting, the Company is proposing increases in the shares
available for issuance under its option plans. Autodesk has a long-standing
policy of encouraging employee equity ownership. We believe that option grants
contribute to high levels of performance by the employee group and also provide
an effective means of recognizing employee contributions to the Company's
success. The Company's officers, directors and employees benefit from equity
compensation programs only when the success of the Company's business benefits
all stockholders. The Company has an on-going, systematic stock repurchase
program designed to minimize dilution from future employee stock issuances.
We hope you will be able to attend this year's Annual Meeting. We will report
to the stockholders on fiscal year 1995, a year of growth and success, as well
as our future strategies for products, channels and markets. Whether or not you
plan to attend the meeting, please sign and return the enclosed proxy card to
ensure your representation at the meeting.
Very truly yours,
/s/ Carol A. Bartz
Carol A. Bartz
President,
Chief Executive Officer and
Chairman of the Board
<PAGE>
AUTODESK, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 30, 1995
TO THE STOCKHOLDERS OF AUTODESK, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Autodesk,
Inc. (the "Company"), a Delaware corporation, will be held on Friday, June 30,
1995 at 2:00 P.M., local time, at the Embassy Suites Hotel, 101 McInnis
Parkway, San Rafael, California, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To approve certain amendments to the Company's 1987 Stock Option Plan
including an increase by 4,000,000 shares in the number of shares reserved
for issuance thereunder.
3. To approve certain amendments to the Company's 1990 Directors' Option
Plan including an increase by 100,000 shares in the number of shares
reserved for issuance thereunder.
4. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending January 31, 1996.
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on May 5, 1995 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
All stockholders are cordially invited to attend the meeting in person. Any
stockholder attending the meeting may vote in person even if such stockholder
previously signed and returned a proxy.
FOR THE BOARD OF DIRECTORS
/s/ Carol A. Bartz
Carol A. Bartz
President,
Chief Executive Officer and
Chairman of the Board.
San Rafael, California
May 24, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES.
<PAGE>
AUTODESK, INC.
----------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Autodesk, Inc. (the "Company") for use at the Company's Annual Meeting of
Stockholders ("Annual Meeting") to be held Friday, June 30, 1995 at 2:00 P.M.,
local time, or at any adjournment or postponement thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting will be held at the Embassy Suites Hotel, 101 McInnis
Parkway, San Rafael, California.
The Company's principal executive offices are located at 111 McInnis Parkway,
San Rafael, California 94903. The telephone number at that address is (415)
507-5000.
These proxy solicitation materials were mailed on or about May 24, 1995 to
all stockholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on May 5, 1995 are entitled
to notice of, and to vote at, the Annual Meeting. At the record date,
47,622,141 shares of the Company's Common Stock were issued and outstanding and
entitled to vote at the meeting.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Every stockholder voting for the election of directors is entitled to one
vote for each share held. Stockholders do not have the right to cumulate their
votes in the election of directors. On all other matters each share is likewise
entitled to one vote on each proposal or item that comes before the Annual
Meeting.
The Company intends to include abstentions and broker non-votes as present or
represented for purposes of establishing a quorum for the transaction of
business, but to exclude broker non-votes from the calculation of shares
entitled to vote with respect to any proposal for which authorization to vote
was withheld.
The cost of this solicitation will be borne by the Company. The Company has
retained Georgeson & Company, Inc. to assist in the solicitation of proxies at
an estimated fee of $10,000 plus reimbursement of reasonable expenses. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies also may be solicited
by certain of the Company's directors, officers and employees, without
additional compensation, personally or by telephone or telegram.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1996 Annual Meeting must be received by
the Secretary of the Company no later than January 18, 1996 in order to be
included in the proxy soliciting materials relating to that meeting.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of five directors is to be elected at the meeting. The size of the
board was reduced from six to five prior to the meeting as a result of the
decision by former director Jim C. Warren not to stand for reelection. Each
director elected to the board will hold office until the next Annual Meeting or
until his or her successor has been elected and qualified. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
five nominees named below, all of whom are presently directors of the Company.
In the event that any nominee is unable or declines to serve as a director at
the time of the Annual Meeting, the proxies will be voted for any nominee who
shall be designated by the present Board of Directors to fill the vacancy. The
proxies cannot be voted for a greater number of persons than the number of
nominees named in this proxy statement. It is not expected that any nominee
will be unable or will decline to serve as a director.
The name of and certain information regarding each nominee is set forth
below.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
--------------- --- -------------------- --------
<C> <C> <S> <C>
Carol A. Bartz.................. 46 President, Chief Executive 1992
Officer and Chairman of the
Board of the Company
Mark A. Bertelsen............... 51 Member of Wilson, Sonsini, 1992
Goodrich & Rosati, attorneys
at law
Crawford W. Beveridge........... 49 Chief Executive Officer, 1993
Scottish Enterprise
J. Hallam Dawson................ 58 Chairman of IDI Associates 1988
Gregory P. Lutz................. 46 Programmer and Systems Analyst 1985
for the Company
</TABLE>
Except as set forth below, each of the nominees has been engaged in his or
her principal occupation described above during the past five years. There is
no family relationship between any director or executive officer of the
Company.
Ms. Bartz joined the Company in April 1992 and serves as President, Chief
Executive Officer and Chairman of the Board. From 1983 to April 1992, Ms. Bartz
served in various positions with Sun Microsystems, Inc., most recently as Vice
President of Worldwide Field Operations.
Mr. Bertelsen joined the law firm of Wilson, Sonsini, Goodrich & Rosati,
outside legal counsel to the Company, in January 1972, became a member of the
firm in January 1977 and has served as managing partner since February 1991.
Mr. Beveridge has served as the Chief Executive Officer of Scottish
Enterprise, an economic development company since January 1991. From March 1985
to December 1990, Mr. Beveridge was the Vice President of Corporate Resources
at Sun Microsystems, Inc.
Mr. Dawson has served since March 1987 as Chairman of IDI Associates, a
private investment bank specializing in Latin America.
Mr. Lutz has served as a programmer and systems analyst for the Company since
its inception in April 1982.
2
<PAGE>
BOARD MEETINGS AND COMMITTEES
Ms. Bartz serves as Chairman of the Board of Directors of the Company. The
Board of Directors held a total of six meetings during the fiscal year ended
January 31, 1995. All of the current directors attended seventy-five percent
(75%) or more of the meetings of the Board of Directors and committees of the
Board, if any, upon which such directors served.
During fiscal year 1995, the Audit Committee consisted of Messrs. Dawson
(Chairman), Bertelsen and Warren. The principal functions of the Audit
Committee are to recommend engagement of the Company's independent auditors, to
consult with the Company's auditors concerning the scope of the audit and to
review with them the results of their examination, to review and approve any
material accounting policy changes affecting the Company's operating results
and to review the Company's financial control procedures and personnel. The
Audit Committee held three meetings during fiscal year 1995.
During fiscal year 1995, the Compensation Committee consisted of Messrs.
Beveridge (Chairman), Dawson and Warren. The Compensation Committee reviews
compensation and benefits for the Company's executives and administers the
grant of stock options to executive officers under the Company's 1987 Stock
Option Plan. The Compensation Committee, which consists solely of outside
directors ineligible to participate in the Company's discretionary employee
stock programs, has sole and exclusive authority to grant stock options to
officers and to directors who are also employees or consultants of the Company.
The Compensation Committee held four meetings during fiscal year 1995.
COMPENSATION OF DIRECTORS
The Company pays an annual directors' fee of $25,000 to each director who is
not an employee of or consultant to the Company (currently three persons).
Directors do not receive fees for Board or Board Committee meetings attended.
The 1990 Directors' Stock Option Plan (the "Directors' Plan") provides for
the automatic grant of nonstatutory options to outside directors of the
Company. The Directors' Plan was amended in March 1995, subject to stockholder
approval at the Annual Meeting, to increase the number of shares available for
issuance, along with certain other changes described in Proposal 3 below. Upon
being elected or appointed to the Company's Board of Directors, each outside
director is granted an option, subject to certain vesting provisions, to
purchase 15,000 shares of the Company's Common Stock, with subsequent annual
grants of 10,000 shares. Options granted under the Directors' Plan have a term
of six years and vest over a three-year period at the rate of one-third of the
shares at the end of one year and one thirty-sixth of the shares at the end of
each month thereafter. The exercise price of options granted under the
Directors' Plan is equal to the fair market value of the Company's Common Stock
on the date of grant.
3
<PAGE>
MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 5, 1995 (i) by each person
who is known by the Company to own beneficially more than five percent (5%) of
the Company's Common Stock, (ii) by each of the Company's directors, (iii) by
each of the Company's five most highly compensated executive officers who
served as executive officers at January 31, 1995 and (iv) by all directors and
executive officers who served as directors or executive officers at January 31,
1995 as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
-----------------------
DIRECTORS, OFFICERS AND
FIVE PERCENT (5%) STOCKHOLDERS NUMBER PERCENT
------------------------------ ------------ ----------
PRINCIPAL STOCKHOLDERS
<S> <C> <C>
The Prudential Insurance Company of America(1)
751 Broad Street
Newark, NJ 07102-3777.................................... 4,672,029 9.81%
Merrill Lynch & Co., Inc.(2)
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281....................................... 3,034,980 6.37%
Twentieth Century Companies, Inc.(3)
4500 Main Street
Kansas City, MO 64141-9210............................... 2,711,700 5.69%
Massachusetts Financial Services Company(4)
500 Boylston Street
Boston, MA 02116-3741.................................... 2,384,660 5.01%
<CAPTION>
DIRECTORS
<S> <C> <C>
Carol A. Bartz(5)....................................... 663,078 1.39%
Mark A. Bertelsen(6).................................... 16,005 *
Crawford W. Beveridge(7)................................ 12,226 *
J. Hallam Dawson(8)..................................... 22,205 *
Gregory P. Lutz(9)...................................... 143,780 *
Jim C. Warren(10)....................................... 16,005 *
<CAPTION>
OTHER EXECUTIVE OFFICERS
<S> <C> <C>
Eric B. Herr(11)........................................ 279,078 *
Godfrey R. Sullivan(12)................................. 72,674 *
Dominic J. Gallello..................................... 1,114 *
Michael E. Sutton(13)................................... 31,551 *
All directors and executive officers as a group (16 per-
sons)(14).............................................. 1,487,582 3.12%
</TABLE>
- - --------
*Less than 1%
(1) Based on a revised Schedule 13G filed with the Securities and Exchange
Commission ("SEC") as of December 31, 1994, The Prudential Insurance
Company of America held sole voting power and sole dispositive power as to
642,166 of such shares, and it held shared voting power and shared
dispositive power as to 4,021,863 of such shares.
(2) Based on a Schedule 13G filed with the SEC at December 31, 1994, Merrill
Lynch & Co., Inc. held shared voting power and shared dispositive power as
to 3,034,980 shares. Its subsidiaries held shared voting power and shared
dispositive power as to 3,007,514 shares (Merrill Lynch Group, Inc.,
Princeton Services, Inc. and Merrill Lynch Asset Management, L.P.) and
3,000,000 shares (Merrill Lynch Growth Fund for Investment & Retirement).
No entity held sole voting or dispositive power.
4
<PAGE>
(3) Based on a Schedule 13G filed with the SEC at December 31, 1994,
Twentieth Century Companies, Inc., along with its controlling stockholder
(James E. Stowers, Jr.) and its wholly-owned subsidiary (Investors
Research Corporation), held sole voting power as to 2,568,500 shares,
shared voting power as to 143,200 shares and sole dispositive power as to
2,711,700 shares. One investment company client of Investors Research
Corporation, Twentieth Century Investors, Inc. held sole voting power and
sole dispositive power as to 2,525,000 shares.
(4) Based on a Schedule 13G filed with the SEC at December 31, 1994,
Massachusetts Financial Services Company held sole voting power as to
2,273,350 shares and sole dispositive power as to 2,384,660 shares.
(5) Includes options to purchase 660,000 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(6) Includes options to purchase 16,005 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(7) Includes options to purchase 12,226 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(8) Includes options to purchase 22,005 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(9) Includes options to purchase 4,902 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(10) Includes options to purchase 16,005 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(11) Includes options to purchase 276,000 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(12) Includes options to purchase 70,000 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(13) Includes options to purchase 31,120 shares of Common Stock exercisable
within 60 days of May 5, 1995.
(14) Includes options to purchase 1,332,137 shares of Common Stock exercisable
within 60 days of May 5, 1995.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation of the
Company's Chief Executive Officer and the four other most highly compensated
executive officers who served as executive officers at fiscal year end, for
services to the Company in all capacities during the three fiscal years ended
January 31, 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- --------------------------------------------
AWARDS PAYOUTS
-------------------- -----------------------
OTHER RESTRICTED OPTIONS/
FISCAL ANNUAL STOCK NO. OF LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARD(S) SHARES(2) PAYOUTS COMPENSATION(3)
--------------------------- ------ -------- -------- ------------ ---------- --------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carol A. Bartz............... 1995 $445,000 $148,986 -- -- -- -- $ 37,500
President, Chief Executive 1994 413,333 47,725 -- -- -- -- 37,000
Officer and 1993 301,539 241,628 -- -- 2,000,000 -- 277,875
Chairman of the Board
Eric B. Herr................. 1995 $290,000 $ 80,011 -- -- -- -- $ 1,500
Chief Financial Officer 1994 272,917 41,725 -- -- -- -- 1,000
and Vice President, 1993 167,628 83,588 -- -- 500,000 -- 50,750
Finance and Administration
Godfrey R. Sullivan.......... 1995 $245,000 $ 67,595 -- -- -- -- $ 1,500
Vice President, Americas 1994 225,000 34,225 -- -- -- -- 1,000
and Acting Vice President, 1993 69,952 250 -- -- 300,000 -- 30,000
AEC/FM Market Group
Dominic J. Gallello.......... 1995 $235,000 $ 64,837 -- -- -- -- $ 1,500
Vice President, Asia/Pacific 1994 225,000 34,225 -- -- -- -- 1,000
and Acting Vice President, 1993 64,904 250 -- -- 300,000 -- 28,200
Mechanical CAD Market Group
Michael E. Sutton............ 1995 $210,000 $ 58,459 -- -- -- -- --
Vice President, Europe 1994 190,334 30,000 -- -- 155,600 -- --
1993 82,290 60,301 -- -- 24,000 -- --
</TABLE>
5
<PAGE>
- - --------
(1) Represents incentive bonuses for achievement of corporate, individual and
organizational objectives in fiscal years 1995, 1994 and 1993.
(2) In October 1994, the Company's stockholders approved an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 50,000,000 to 100,000,000 shares and to effect
a two-for-one split of the Company's Common Stock in the form of a 100
percent Common Stock dividend. All share amounts have been restated to
reflect the stock split.
(3) Amounts reported for fiscal year 1995 consist of: (i) matching
contributions by the Company to one of Autodesk's pre-tax savings plans
(Ms. Bartz $1,000, Mr. Herr $1,000, Mr. Sullivan $1,000 and Mr. Gallello
$1,000); (ii) Company contributions to one of Autodesk's pre-tax plans (Ms.
Bartz $500, Mr. Herr $500, Mr. Sullivan $500 and Mr. Gallello $500); (iii)
$36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses.
Amounts reported for fiscal year 1994 consist of: (i) matching
contributions by the Company to one of Autodesk's pre-tax savings plans
(Ms. Bartz $500, Mr. Herr $500, Mr. Gallello $500 and Mr. Sullivan $500);
(ii) Company contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Herr $500, Mr. Gallello $500 and Mr. Sullivan $500); (iii)
$36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses.
Amounts reported for fiscal year 1993 consist of: (i) matching
contributions by Company under Autodesk's pre-tax savings plan (Ms. Bartz
$500, and Mr. Herr $500); (ii) Company contributions to Autodesk's pre-tax
savings plan (Ms. Bartz $375 and Mr. Herr $250); (iii) $250,000 paid Ms.
Bartz, $50,000 paid to Mr. Herr, $28,200 paid to Mr. Gallello and $30,000
paid to Mr. Sullivan as employment bonuses (to compensate for foregone
bonuses); and (iv) $27,000 paid to Ms. Bartz for the purpose of reimbursing
her for certain transportation expenses.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTION TERM
------------------- ----------------------------------
% OF TOTAL EXERCISE
OPTIONS PRICE
OPTIONS GRANTED TO PER EXPIRATION
NAME GRANTED(1) EMPLOYEES SHARE DATE 5% 10%
---- ---------- ---------- -------- ---------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Carol A. Bartz.......... -- -- -- -- -- --
Eric B. Herr............ -- -- -- -- -- --
Godfrey R. Sullivan..... -- -- -- -- -- --
Dominic J. Gallello..... -- -- -- -- -- --
Michael E. Sutton....... -- -- -- -- -- --
</TABLE>
- - --------
(1) Total number of options granted during fiscal year 1995 was 2,122,540.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS
SHARES END AT FISCAL YEAR END
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carol A. Bartz.......... 340,000 $6,975,124 560,000 900,000 $10,010,000 $16,087,500
Eric B. Herr............ 60,000 $ 793,000 176,000 250,000 $ 2,622,000 $ 3,781,250
Godfrey R. Sullivan..... 30,000 $ 378,750 90,000 180,000 $ 810,000 $ 1,620,000
Dominic J. Gallello..... 100,000 $1,213,750 20,000 180,000 $ 155,000 $ 1,395,000
Michael E. Sutton....... 28,000 $ 411,500 39,120 124,480 $ 399,180 $ 964,720
</TABLE>
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Compensation
Committee") is responsible for establishing the policies and programs which
determine the compensation of Autodesk's officers. The Compensation Committee
sets base cash compensation and maximum bonus compensation on an annual basis
for the Chief Executive Officer and other executive officers of the Company. In
addition, the Compensation Committee has exclusive authority to grant stock
options to executive officers. The Committee considers both internal and
external data in determining officers' compensation, including input from
outside compensation consultants and independent executive compensation data.
Compensation Philosophy
When creating policies and making decisions concerning executive
compensation, the Compensation Committee:
. ensures that the executive team has clear goals and accountability with
respect to corporate performance;
. establishes pay opportunities that are competitive based on prevailing
practices for the industry, the stage of growth and the labor markets in
which Autodesk operates;
. independently assesses operating results on a regular basis in light of
expected Company performance; and
. aligns pay incentives with the long-term interests of the Company's
stockholders.
Compensation Program
Autodesk's executive compensation program has three major components, all of
which are intended to attract, retain and motivate highly effective executives:
1. Base salary for executive officers is set annually by reviewing the
competitive pay practices of comparable companies, the skills and
performance levels of individual executives and the needs of the Company.
2. Cash incentive compensation is designed to motivate executives to
attain short-term and longer-term corporate, business unit and individual
management goals. Annual cash bonuses depend upon attainment of these
specified business goals. The formula for incentive bonuses for fiscal year
1995 was based on revenue growth and return on assets, together with team
performance criteria. For fiscal year 1996, the bonus plan will be based on
revenue growth and operating margin. Our policy is to have a significant
portion of an executive's total potential cash compensation tied to the
Company's overall performance.
3. Equity-based incentive compensation is provided to employees and
management through the 1987 Stock Option Plan and the Employee Qualified
Stock Purchase Plan. Under the 1987 Stock Option Plan, officers, employees
and consultants are granted stock options based on their responsibilities
and position in the Company. These options allow participants to purchase
shares of Autodesk stock at the market price on the date of grant, subject
to vesting during the participant's employment with the Company. The
Employee Qualified Stock Purchase Plan allows employees to purchase shares
of the Company's Common Stock, subject to certain limitations, at eighty-
five percent (85%) of fair market value. The purpose of the 1987 Stock
Option Plan and the Employee Qualified Stock Purchase Plan is to instill
the economic incentives of ownership and to create management incentives to
improve stockholder value. The 1987 Stock Option Plan also utilizes vesting
periods to encourage employees and executives to remain with the Company
and to focus on longer-term results.
7
<PAGE>
Autodesk does not have programs for stock appreciation rights (SARs),
restricted stock awards or long-term incentive bonuses.
The Company intends to take the necessary steps to comply with the $1 million
compensation deduction limitation pursuant to Section 162(m) of the Omnibus
Budget Reconciliation Act of 1993.
Other Executive Compensation
Autodesk provides programs to executives that are also available to other
Company employees including pre-tax savings plans and medical/dental/vision
benefits. There are no pension programs except where prescribed by law in
countries other than the United States. The Company generally does not provide
executive perquisites such as club memberships.
Chief Executive Officer Compensation
In determining Ms. Bartz's compensation for the fiscal year ended January 31,
1995, the Committee reviewed industry surveys of compensation paid to chief
executive officers of comparable companies and evaluated achievement of
corporate, individual and organizational objectives for the fiscal year. Ms.
Bartz's annual base compensation for fiscal year 1995 was $445,000. Like the
other executive officers, Ms. Bartz also received an incentive bonus determined
on the basis of (i) the Company's revenue growth and return on assets and (ii)
achievement of specific weighted corporate goals. Ms. Bartz was awarded an
incentive bonus of $148,461, together with a "success sharing" bonus awarded to
substantially all of the Company's employees in the amount of $525.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
Crawford W. Beveridge, Chairman
J. Hallam Dawson
Jim C. Warren
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee was or is an officer or employee of
the Company or any of its subsidiaries.
EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS*
In April 1992, the Company entered into an agreement with Carol A. Bartz
which provides for a minimum base salary of $400,000, incentive bonus of up to
eighty percent (80%) of base salary, a one-time employment bonus of $250,000
(to compensate for a foregone bonus) and the grant of options to purchase
2,000,000 shares of Common Stock vesting over five years of employment. The
agreement provides for a severance payment equal to two years' base salary and
incentive compensation in the event Ms. Bartz's employment is terminated
without cause within two years after commencement of employment or one year
after a change of control of the Company not approved by the Board of Directors
or two years' base compensation in the event Ms. Bartz's employment is
terminated without cause under any other circumstances. The vesting of Ms.
Bartz's options will accelerate upon a change of control.
In May 1992, the Company entered into an agreement with Eric B. Herr, Chief
Financial Officer and Vice President, Finance and Administration, which
provides for an initial base salary of $250,000, incentive bonus of up to fifty
percent (50%) of base salary, a one-time employment bonus of $50,000 (to
compensate for a foregone bonus) and the grant of options to purchase 500,000
shares of Common Stock vesting over four years of employment.
- - --------
* Shares issued pursuant to option grants have been restated to reflect the
October 1994 two-for-one stock split.
8
<PAGE>
In October 1993, the Company entered into an agreement with Godfrey R.
Sullivan, Vice President, Americas, which provides for an initial base salary
of $225,000, incentive bonus of up to fifty percent (50%) of base salary, a
one-time employment bonus of $30,000 (to compensate for a foregone bonus) and
the grant of options to purchase 300,000 shares of Common Stock vesting over
three years of employment.
In September 1993, the Company entered into an agreement with Dominic J.
Gallello, Vice President, Asia/Pacific, which provides for an initial base
salary of $225,000, incentive bonus of up to fifty percent (50%) of base
salary, a one-time employment bonus of $28,200 (to compensate for a foregone
bonus) and the grant of options to purchase 300,000 shares of Common Stock
vesting over three years of employment.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file reports
of ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers. Such officers, directors and ten percent (10%) stockholders
are also required by SEC rules to furnish the Company with copies of all
Section 16(a) forms that they file.
Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that it
complied with all Section 16(a) filing requirements applicable to its officers,
directors and ten percent (10%) stockholders during the fiscal year ended
January 31, 1995, except for the late filing of notice reporting a sale of the
Company's Common Stock by Robert M. Carr, Vice President, Engineering and
Gregory P. Lutz, Director.
COMPANY STOCK PRICE PERFORMANCE
The following graph shows a five-year comparison of cumulative total return
(equal to dividends plus stock appreciation) for the Company's Common Stock,
the Standard & Poor's 500 Stock Index and the Dow Jones Software Index.
9
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN*
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG AUTODESK INC., S&P 500 INDEX AND
DOW JONES SOFTWARE INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
DOW JONES
Measurement Period S&P SOFTWARE
(Fiscal Year Covered) AUTODESK INC. 500 INDEX INDEX
- - --------------------- ------------- --------- ---------
<S> <C> <C> <C>
Measurement Pt-01/31/1990 $100.00 $100.00 $100.00
FYE 01/31/1991 $116.00 $108.00 $135.00
FYE 01/31/1992 $ 73.00 $133.00 $245.00
FYE 01/31/1993 $124.00 $147.00 $274.00
FYE 01/31/1994 $137.00 $166.00 $299.00
FYE 01/31/1995 $177.00 $167.00 $366.00
</TABLE>
- - --------
* Assumes $100 invested January 31, 1990 in the Company's stock, the Standard
& Poor's 500 Stock Index and the Dow Jones Software Index, with reinvestment
of all dividends. Total stockholder returns for prior periods are not an
indication of future investment returns.
10
<PAGE>
PROPOSAL TWO
AMENDMENT OF 1987 STOCK OPTION PLAN
The 1987 Option Plan was adopted by the Board of Directors in April 1987 and
was approved by the stockholders in June 1987. A total of 20,000,000 shares of
Common Stock are currently reserved for issuance under the 1987 Option Plan,
including the shares submitted for stockholder approval at this meeting. As of
May 5, 1995, options to purchase 7,527,618 shares had been exercised, options
to purchase 7,193,662 shares held by approximately 1,800 optionees were
outstanding at a weighted average per share exercise price of $22.61 and
1,278,720 shares remained available for future grants under the 1987 Option
Plan.
The stockholders are requested to approve an amendment to the 1987 Option
Plan to increase the number of shares issuable thereunder by 4,000,000 shares.
In addition, the amended plan reflects minor amendments to the administration
provisions to comply with current securities law requirements and limits the
amount of any individual grant under the plan. The Company relies upon the 1987
Option Plan to attract and retain skilled employees and quality management. The
Board of Directors believes it is in the Company's best interests to increase
the shares reserved for issuance under the 1987 Option Plan so that the Company
may continue to attract and retain the services of key employees by granting
options to purchase the Company's Common Stock and may increase incentive to
its employees in the form of equity ownership. While encouraging employees to
be stockholders, the Company also recognizes that option grants to employees
can result in dilution to existing stockholders. The Company attempts to limit
the impact of this dilution through a systematic and ongoing repurchase program
which is tied to actual options exercised. Since December 1991, the Company has
repurchased approximately 9.5 million shares of its common stock for
approximately $233 million. The Company intends to continue this program for
the foreseeable future.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE AMENDMENT
TO THE 1987 STOCK OPTION PLAN.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present or represented at the meeting will be required
to approve the amendment to the 1987 Option Plan.
SUMMARY OF THE 1987 STOCK OPTION PLAN
A description of the principal features of the 1987 Option Plan, as amended,
is set forth below.
General. The 1987 Option Plan gives the Board, or a committee that the Board
appoints, authority to grant options or rights to purchase Common Stock.
Options granted under the 1987 Option Plan may be either "incentive stock
options" as defined in Section 422 of the Code, or nonstatutory stock options,
as determined by the Board or its committee.
Purpose. The purposes of the 1987 Option Plan are to attract and retain the
best available personnel for the Company, provide additional incentive to the
employees of the Company and promote the success of the Company's business.
Administration of the 1987 Option Plan. The 1987 Option Plan may be
administered by the Board or a committee of the Board. The plan is currently
being administered by the Board except that option grants to officers and
directors are administered by the Compensation Committee of the Board, the
members of which are outside directors who are ineligible to participate in any
discretionary stock plan of the Company. The interpretation and construction of
any provision of the 1987 Option Plan by the Board or its committee shall be
final and binding. Members of the Board receive no additional compensation for
their services in connection with the administration of the 1987 Option Plan.
Eligibility. The 1987 Option Plan provides that stock options may be granted
to employees (including officers and directors who are also employees) of and
consultants to the Company and its majority-owned subsidiaries. Incentive stock
options may be granted only to employees. The Board or a committee of the Board
selects the participants and determines the number of shares to be subject to
each stock option. Each
11
<PAGE>
option shall be designated as either an incentive stock option or a
nonstatutory stock option, except that to the extent that the aggregate fair
market value of the shares with respect to which options designated as
incentive stock options are exercisable for the first time by an optionee
during any calendar year (under all plans of the Company) exceeds $100,000,
such excess options must be treated as nonstatutory stock options.
Terms of Options. The terms of options granted under the 1987 Option Plan are
determined by the Board or its committee. Each option is evidenced by a written
agreement between the Company and the person to whom such option is granted.
Options are typically exercisable over a three-year period beginning on the
date of grant at the rate of 1/3 at the end of the first year, an additional
1/3 at the end of the second year and the final 1/3 at the end of the third
year and generally terminate 10 years after the date of grant. Pursuant to the
1987 Option Plan, options may be subject to the following additional terms and
conditions:
(a) Exercise of the Option. The optionee must earn the right to exercise the
option by continuing to work for the Company. An option is exercised by
giving written notice of exercise to the Company specifying the number
of full shares of Common Stock to be purchased and tendering payment of
the purchase price to the Company. The method of payment of the exercise
price of the shares purchased upon exercise of an option shall be
determined by the Board or its committee at the time of grant.
(b) Exercise Price. The exercise price of options granted under the 1987
Option Plan is determined by the Board or its committee and must not be
less than 100% of the fair market value of the Common Stock, in the case
of either incentive stock options or nonstatutory stock options, on the
date the option is granted. Fair market value per share is the closing
price on the Nasdaq National Market on the date of grant.
(c) Termination of Employment. If an optionee's employment or consulting
relationship with the Company is terminated for any reason other than
death or permanent disability, options outstanding under the 1987 Option
Plan may be exercised within 90 days (or such other period of time as
determined by the Board, not to exceed certain limits) after the date of
such termination to the extent the options were exercisable on the date
of termination.
(d) Disability. If an optionee's employment by the Company terminates
because of total and permanent disability, options outstanding under the
1987 Option Plan may be exercised within 12 months after termination to
the extent such options were exercisable at the date of termination.
(e) Death of Optionee. If an optionee should die while employed by the
Company, options may be exercised at any time within 12 months after
death, but only to the extent the options were exercisable at the date
of death.
(f) Termination of Options. The 1987 Option Plan provides that options
granted under the plan will expire up to 10 years from the date of
grant, unless a shorter period is provided in the stock option
agreement. However, options granted to an optionee who, at the time of
the grant, owns stock representing more than 10% of the Company's
outstanding stock, must expire no more than five years from the date of
grant. The Company's options typically expire six years after the date
of grant or three years after vesting is completed. No option may be
exercised by any person after expiration.
(g) Non-Transferability of Options. An option is non-transferable by the
holder other than by will or the laws of descent and distribution, and
is exercisable during the holder's lifetime only by the optionee, or in
the event of the optionee's death, by the optionee's estate or by a
person who acquires the right to exercise the option by bequest or
inheritance.
(h) Limit on Size of Grants. No option in excess of 2,000,000 shares may be
granted to an individual optionee during any fiscal year.
(i) Other Provisions. The option may contain other terms, provisions and
conditions not inconsistent with the 1987 Option Plan as may be
determined by the Board or its committee.
12
<PAGE>
Adjustment Upon Changes in Capitalization or Merger. In the event any change
is made in the Company's capitalization, such as a stock split or reverse stock
split, appropriate adjustment shall be made to the purchase price and to the
number of shares subject to the stock option. In the event of the proposed
dissolution or liquidation of the Company, all options and rights will
terminate immediately prior to the consummation of such actions, unless
otherwise provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the successor corporation shall assume all
outstanding options or substitute new options therefor, unless the Board
determines in its discretion to accelerate the exercisability of such options.
Amendment and Termination of the 1987 Option Plan. The Board may amend or
terminate the 1987 Option Plan in such respects as the Board may deem
advisable; provided that, to the extent necessary to comply with Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or with Section 422 of the Code or any other successor or
applicable law or regulation, the Company shall obtain stockholder approval of
any 1987 Option Plan amendment in such a manner and to such a degree as is
required by the applicable law, rule or regulation. Any amendment or
termination of the 1987 Option Plan shall not affect options or rights already
granted and such options and rights shall remain in full force and effect as if
the 1987 Option Plan had not been amended or terminated, unless mutually agreed
otherwise between the holder and the Board, which agreement must be in writing
and signed by the holder and the Company. In any event, the 1987 Option Plan
shall terminate in 1997. Any options outstanding under the Option Plan at the
time of its termination shall remain outstanding until they expire by their
terms.
FEDERAL TAX INFORMATION
Options granted under the 1987 Option Plan may be either "incentive stock
options," as defined in Section 422 of the Code, or nonstatutory options.
If an option granted under the 1987 Option Plan is an incentive stock option,
the optionee will recognize no income upon grant of the incentive stock option
and incur no tax liability due to the exercise unless the optionee is subject
to the alternative minimum tax. Upon the sale or exchange of the shares more
than two years after grant of the option and one year after exercising the
option, any gain or loss will be treated as long-term capital gain or loss. If
these holding periods are not satisfied, the optionee will recognize ordinary
income equal to the difference between the exercise price and the lower of (i)
the fair market value of the stock at the date of the option exercise or (ii)
the sale price of the stock. A different rule for measuring ordinary income
upon such a premature disposition may apply if the optionee is also an officer,
director or 10% stockholder of the Company. The Company will be entitled to a
deduction in the same amount as the ordinary income recognized by the optionee.
Any gain or loss recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as long-
term or short-term capital gain or loss, depending on the holding period.
All other options that do not qualify as incentive stock options are referred
to as nonstatutory options. An optionee will not recognize any taxable income
at the time a nonstatutory option is granted. However, upon exercise of a
nonstatutory option, the optionee will recognize taxable income generally
measured as the excess of the then fair market value of the shares purchased
over the exercise price. Any taxable income recognized in connection with an
option exercise by an optionee who is also an employee of the Company will be
subject to income tax withholding by the Company. Upon resale of such shares by
the optionee, any difference between the sale price and the exercise price, to
the extent not recognized as taxable income as described above, will be treated
as long-term or short-term capital gain or loss, depending on the holding
period.
The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.
13
<PAGE>
The foregoing summary of the effect of federal income taxation upon the
participant and the Company with respect to the purchase of shares under the
1987 Option Plan does not purport to be complete, and reference should be made
to the applicable provisions of the Code. In addition, this summary does not
discuss the tax consequences of the optionee's death or the income tax laws of
any municipality, state or foreign country in which an optionee may reside.
PROPOSAL THREE
AMENDMENT OF THE 1990 DIRECTORS' OPTION PLAN
The Company's 1990 Directors' Option Plan (the "Directors' Plan") was adopted
by the Board of Directors in July 1990 and was approved by the stockholders in
June 1991. A total of 240,000 shares of Common Stock are reserved for issuance
under the Directors' Plan, including the shares submitted for stockholder
approval at this meeting. As of May 5, 1995, options to purchase 110,000 shares
of Common Stock had been granted under the Directors' Plan, options to purchase
100,000 shares were outstanding at a weighted average per share exercise price
of $24.36 and 30,000 shares remained available for future grants under the
Directors' Plan. There are currently three directors who are eligible to
participate in the Directors' Plan.
The stockholders are requested to approve an amendment to the Directors' Plan
to (i) increase the number of shares reserved for issuance thereunder by
100,000 for a total of 240,000 shares and (ii) increase the number of shares
granted pursuant to the automatic initial option grants from 10,000 to 15,000
shares. In addition, the proposed amendment changes the timing of outside
directors' automatic annual grants from one year after the initial grant to
June 30 of each year, extends the post-termination exercise period from six
months to seven months and clarifies the definition of outside director to
allow a director who is compensated for consultation services to participate in
the Directors' Plan unless the director and the Company agree otherwise. The
Company believes that these changes will serve to better align the interests of
the directors with those of the stockholders, facilitate attracting highly
qualified directors and simplify administration of the Directors' Plan. The
Directors' Plan was adopted in order to permit equity participation in the
Company by the non-employee directors of the Company as consideration for their
service on the Board and to provide an equity incentive associated with the
success of the Company's business.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" AMENDMENT
OF THE 1990 DIRECTORS' OPTION PLAN.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present or represented at the meeting will be required
to amend the Directors' Plan.
SUMMARY OF THE DIRECTORS' PLAN
A description of the principal features of the Directors' Plan is set forth
below.
Purpose. The purposes of the Directors' Plan are to attract and retain highly
skilled individuals as directors of the Company, to provide additional
incentive to the non-employee directors of the Company to serve as directors
and to encourage their continued service on the Board and to encourage equity
ownership by directors in order to align their interests with those of the
stockholders.
Stock Subject to the Plan. The maximum number of shares of the Company's
Common Stock that may be optioned and sold under the Directors' Plan is
190,000, including the shares submitted for approval at this meeting. If an
option expires or becomes unexercisable for any reason, the unpurchased shares
of stock that were subject to the option may be returned to the Directors'
Plan, unless such plan has terminated, and may become available for future
grant under the plan.
14
<PAGE>
Administration. The Directors' Plan fixes the timing of option grants, amount
of the grants, basis for the exercise price and restrictions on exercise of the
options in order to remove any discretionary element from the plan.
Administration of the Directors' Plan, to the extent necessary, will be
provided by the Board of Directors of the Company. The plan is structured such
that no discretion is exercised by any person concerning material decisions
regarding the Directors' Plan.
Eligibility. The Directors' Plan provides for the automatic grant of
nonstatutory options to outside directors of the Company. Upon being elected or
appointed to the Company's Board of Directors, each outside director is granted
an option, subject to certain vesting provisions, to purchase 15,000 shares of
the Company's Common Stock. Thereafter, if the proposed amendment is approved,
each outside director who has served on the Board for at least six full months
prior to the date of grant shall be automatically granted, on June 30 of each
year, an option to purchase 10,000 shares of the Company's Common Stock. New
Directors who join the Board after December 31 but prior to June 30 of a given
year shall receive no annual option in that year.
Term of Plan. The Directors' Plan shall be effective for a ten-year term
unless earlier terminated pursuant to the provisions of the plan.
Terms of Option; Option Agreement. Options granted under the Directors' Plan
have a term of six years, unless otherwise provided in the option agreement.
Each option is evidenced by a stock option agreement between the Company and
the director to whom such option is granted.
Exercise Price. The per share exercise price of each option granted under the
Directors' Plan is 100% of the fair market value per share on the date the
option is granted. As long as the Common Stock of the Company is traded on the
Nasdaq National Market, the fair market value of a share of Common Stock of the
Company shall be the closing sales price for such stock on the date of grant.
Exercise of Option. The director-optionee must earn the right to exercise the
option by continuing to serve on the Board of Directors. Options become
exercisable cumulatively, to the extent of one-third of the shares subject to
the option on the first anniversary of the date of the grant and as to one-
thirty-sixth (1/36) of the shares subject to the option at the end of each
month thereafter for as long as the optionee remains a director.
An option is exercised by giving written notice of the exercise to the
Company specifying the number of full shares of Common Stock to be purchased
and tendering payment of the purchase price to the Company.
Form of Consideration. The consideration to be paid for the shares to be
issued upon exercise of an option under the Directors' Plan may consist of
cash, check or other shares of the Company's Common Stock which, in the case of
the shares acquired upon exercise of an option, have been beneficially owned
for at least six months or which were not acquired directly or indirectly from
the Company, with a fair market value on the exercise date equal to the
aggregate exercise price of the shares being purchased.
Rule 16b-3. Options granted to directors must comply with the applicable
provisions of Rule 16b-3 or any successor thereto and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Directors' Plan actions.
Termination of Status as a Director. If a non-employee director ceases to
serve as a director of the Company, options outstanding under the Directors'
Plan may be exercised, if the proposed amendment is approved, within seven
months after he or she ceases to serve as a director of the Company to the
extent such options were exercisable on the date of termination.
Disability. If a non-employee director ceases to serve on the Board of
Directors due to a total and permanent disability, options outstanding under
the Directors' Plan may be exercised within 12 months after termination to the
extent that such options were exercisable at the date of termination.
15
<PAGE>
Death of Optionee. If a director-optionee should die while serving on the
Company's Board of Directors, options may be exercised at any time within 12
months after death, but only to the extent the options were exercisable at the
date of death.
Termination of Options. No option is exercisable by any person after the
expiration of six years from the date the option was granted.
Nontransferability. An option granted under the Directors' Plan is
nontransferable by the holder otherwise than by will or the laws of descent and
distribution, and is exercisable during the holder's lifetime only by the
optionee, or in the event of the optionee's death, by the optionee's estate or
by a person who acquires the right to exercise the option by bequest or
inheritance.
Adjustment Upon Changes in Capitalization or Merger. In the event any change
is made in the Company's capitalization, such as a stock split or reverse stock
split, appropriate adjustment shall be made to the purchase price and to the
number of shares subject to the stock option. In the event of the proposed
dissolution or liquidation of the Company, all options will terminate
immediately prior to the consummation of such actions, unless otherwise
provided by the Board. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, the successor corporation shall assume all outstanding
options or substitute new options therefor, unless the Board determines in its
discretion to accelerate the exercisability of such options.
Amendment and Termination of Directors' Plan. The Board may amend or
terminate the Directors' Plan from time to time in such respects as the Board
may deem advisable; provided that, to the extent necessary to comply with Rule
16b-3 promulgated under the Exchange Act or any other successor law or
regulation, the Company shall obtain stockholder approval of any amendment to
the Directors' Plan in such a manner and to such a degree as is required by the
applicable law, rule or regulation. Any amendment or termination of the
Directors' Plan shall not affect options already granted and such options shall
remain in full force and effect as if the Directors' Plan had not been amended
or terminated, without the director-optionee's consent.
Any provisions of the Directors' Plan that affect terms required to be
specified in the plan by Rule 16b-3 promulgated under the Exchange Act shall
not be amended more than once every six months, other than as required by other
applicable laws, rules or regulations.
FEDERAL TAX INFORMATION
The following is only a summary of the effect of federal income tax
consequences of transactions under the Directors' Plan. This summary is not
intended to be exhaustive, and does not discuss the tax consequences of a
participant's death or the income tax laws of any municipality, state or
foreign country in which an optionee may reside.
Options granted under the Directors' Plan are nonstatutory stock options. An
optionee will not recognize any taxable income at the time he or she is granted
a nonstatutory stock option. Upon exercise of the option, the optionee will
generally recognize compensation income for federal tax purposes measured by
the excess, if any, of the then fair market value of the shares over the option
price. Because the optionee is a director of the Company, in certain limited
circumstances the date of taxation (and the date of measurement of taxable
ordinary income) may be deferred unless the optionee files an election under
Section 83(b) of the Code within thirty days of the date of exercise. Upon
resale of such shares by the optionee, any difference between the sales price
and the exercise price, to the extent not recognized as compensation income as
provided above, will be treated as capital gain or loss, and will qualify for
long-term capital gain or loss treatment if the shares have been held for more
than one year. The Company will be entitled to a tax deduction in the amount
and at the time that the optionee recognizes ordinary income with respect to
shares acquired upon exercise of a nonstatutory option.
16
<PAGE>
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
On the recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP, independent auditors, to audit the consolidated
financial statements of the Company for the fiscal year ending January 31, 1996
and recommends that stockholders vote for ratification of such appointment. In
the event of a negative vote on such ratification, the Board of Directors will
reconsider its selection.
Ernst & Young LLP has audited the Company's financial statements annually
since the fiscal year ended January 31, 1983. Its representatives are expected
to be present at the meeting with the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
It is important that your stock be represented at the meeting, regardless of
the number of shares which you hold. You are, therefore, urged to execute and
return the accompanying proxy in the enclosed envelope, at your earliest
convenience.
THE BOARD OF DIRECTORS
Dated: May 24, 1995
17
<PAGE>
- - -------------------------------------------------------------------------------
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AUTODESK, INC.
1995 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of AUTODESK, INC., a Delaware corporation, hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholder and Proxy
Statement, each dated May 24, 1995, and hereby appoints Carol A. Bartz and Eric
B. Herr, or either of them, proxies and attorneys-in-fact, with full power to
each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the 1995 Annual Meeting of Stockholders of
AUTODESK, INC. to be held on June 30, 1995, at 2:00 pm, at the Embassy Suites
Hotel, 101 McInnis Parkway, San Rafael, California and at any adjournment or
postponement thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally present upon
such business as may properly come before the meeting, including the items on
the reverse side of this form.
This proxy when properly executed will be voted as directed, or, if no
contrary direction is indicated, will be voted FOR the election of Directors,
FOR the amendment of the 1987 Stock Option Plan, FOR the amendment to the
Company's 1990 Directors' Option Plan, FOR the ratification of the appointment
of Ernst & Young LLP as independent auditors, and as said proxies deem
advisable on such other matters as may properly come before the meeting.
(Continued and to be signed on the other side.)
- - --------------------------------------------------------------------------------
<PAGE>
- - --------------------------------------------------------------------------------
AUTODESK, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
1.ELECTION OF DIRECTORS--
Nominees: Carol A. Bartz; Mark A. Bertelsen; Crawford W. Beveridge; J. Hallam
Dawson; Gregory P. Lutz; Jim C. Warren
FOR AGAINST ABSTAIN
[_] [_] [_]
FOR ALL (Except Nominee(s) written below)
-----------------------------------------
2. Proposal to approve an amendment to the Company's Employee Qualified Stock
Purchase Plan in order to increase by 500,000 shares the number of shares
reserved for issuance thereunder:
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Proposal to approve a change in the Company's state of incorporation from
California to Delaware:
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Proposal to ratify the appointment of Ernst & Young as the independent
auditors of the Company for the fiscal year ending January 31, 1995:
FOR AGAINST ABSTAIN
[_] [_] [_]
(This Proxy should be marked, dated, and signed by the shareholder (s) exactly
as his or her name appears hereon, and returned promptly in the enclosed enve-
lope. Persons signing in a fiduciary capacity should so indicate. If shares are
held by joint tenants or as community property, both should sign.)
Date:____________________________________________________, 1995
Signature _______________________________________________
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