<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:
[_Confidential,]for Use of the
[_]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)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]No fee required.
[_]$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.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF AUTODESK APPEARS HERE]
May 18, 2000
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk's 2000 Annual Meeting of
Stockholders to be held on Thursday, June 22, 2000 at 2:00 p.m., local time.
The meeting will be held at The Embassy Suites Hotel, 101 McInnis Parkway, San
Rafael, California.
At the Annual Meeting, you will be asked to (i) elect eight directors, (ii)
approve the 2000 Directors' Option Plan and (iii) ratify the appointment of
Ernst & Young LLP as the Company's independent auditors for the 2001 fiscal
year. The accompanying Notice of Annual Meeting and Proxy Statement describe
these proposals. We encourage you to read this information carefully.
We hope you will be able to attend this year's Annual Meeting. We will
report to the stockholders on fiscal year 2000 and our future strategies for
products and markets. There will be an opportunity for all stockholders to ask
questions. 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
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
AUTODESK, INC.
----------------
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
June 22, 2000
----------------
TO THE STOCKHOLDERS OF AUTODESK, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Autodesk,
Inc. (the "Company" or "Autodesk"), a Delaware corporation, will be held on
Thursday, June 22, 2000 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 the 2000 Directors' Option Plan.
3. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending January 31, 2001.
4. 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, 2000 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/ Marcia K. Sterling
Marcia K. Sterling
Senior Vice President, Business Development,
General Counsel and Secretary
San Rafael, California
May 18, 2000
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 ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE>
AUTODESK, INC.
----------------
PROXY STATEMENT FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Autodesk, Inc. (the "Company" or "Autodesk") for use at the Company's Annual
Meeting of Stockholders to be held Thursday, June 22, 2000 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. As a result of the March 1999 business
combination between the Company and Discreet Logic Inc. (the "Combination"),
all of the voting shares of the successor entity to Discreet Logic Inc. ("New
Discreet") are held by the Company and its subsidiaries. Holders of non-voting
exchangeable shares of New Discreet ("Exchangeable Shares") are entitled,
through a voting trust described below, to vote at the Autodesk Annual
Meeting.
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 18, 2000 to
all stockholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
Voting and Solicitation
Every holder of shares of common stock of the Company ("Common Stock") is
entitled to one vote for each share held as of the Record Date (as defined
below). In addition, the holders of Exchangeable Shares issued in connection
with the Combination have the right, as described below, to cast one vote for
each Exchangeable Share held as of the Record Date.
Under a Voting and Exchange Trust Agreement dated March 16, 1999 (the
"Voting Agreement"), the holders of Exchangeable Shares were granted certain
rights, including the right to vote at meetings of the Company's stockholders.
The Montreal Trust Company of Canada, as trustee under the Voting Agreement
(the "Trustee"), holds one share of Series B Preferred Stock of the Company
(the "Special Voting Stock"). This share of Special Voting Stock entitles the
Trustee to cast a number of votes at meetings of holders of Common Stock equal
to the number of Exchangeable Shares outstanding as of the record date for
each such meeting ("Exchange Votes"). Under the Voting Agreement, each holder
of Exchangeable Shares is entitled to instruct the Trustee as to the voting of
the number of Exchange Votes attached to the Special Voting Stock equal to the
number of Exchangeable Shares held by such holder. The Trustee will exercise
each Exchange Vote attached to the Special Voting Stock only as directed by a
holder of Exchangeable Shares, and in the absence of instructions from a
holder as to voting will not exercise such votes. A holder may instruct the
Trustee to give a proxy to such holder entitling the holder to vote personally
such holder's relevant number of votes or to grant to the Company's management
a proxy to vote such votes. The Trustee has furnished (or caused the Company
to furnish) this Proxy Statement and certain related materials to the holders
of Exchangeable Shares.
The Common Stock and the Special Voting Stock will vote together as a
single class at the Annual Meeting. Holders of Common Stock and Exchangeable
Shares do not have the right to cumulate their votes in the election of
directors.
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 $7,000, 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.
1
<PAGE>
Proxies also may be solicited by certain of the Company's directors, officers
and employees, without additional compensation, personally or by telephone,
telegram, letter, email or facsimile.
Record Date and Shares Outstanding
The Board of Directors has fixed May 5, 2000 as the record date (the
"Record Date") for determining stockholders entitled to vote at the Annual
Meeting. Only stockholders of record as of the close of business on the Record
Date are entitled to vote at the Annual Meeting. As of the Record Date, there
were 58,307,204 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting and 33,927 Exchangeable Shares outstanding and entitled to vote
at the Annual Meeting (through the exercise by the Trustee of its voting
rights under the Voting Agreement) for an aggregate of 58,341,131 shares
outstanding and entitled to vote at the Annual Meeting (all shares entitled to
vote are referred to as "Shares").
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.
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting
is a majority of the Shares outstanding on the Record Date. Shares that are
voted "FOR," "AGAINST" or "WITHHELD" from a matter are treated as being
present at the meeting for purposes of establishing a quorum and are also
treated as being entitled to vote on the subject matter (the "Votes Cast")
with respect to such matter.
While abstentions (votes "withheld") will be counted for purposes of
determining both the presence or absence of a quorum for the transaction of
business and the total number of Votes Cast with respect to a particular
matter, any broker non-votes with respect to proposals set forth in this Proxy
Statement will not be considered Votes Cast and, accordingly, will not affect
the determination as to whether the requisite majority of Votes Cast has been
obtained with respect to a particular matter.
Deadline for Receipt of Stockholder Proposals; Exercise of Discretionary
Authority
In order to be included in the proxy soliciting materials relating to the
Company's 2001 Annual Meeting, proposals of stockholders must be received by
the secretary of the Company no later than January 18, 2001. The rules of the
Securities and Exchange Commission (the "SEC") also provide that a proxy may
confer discretionary authority to vote on a matter for an annual meeting of
stockholders if the proponent fails to notify the Company at least 45 days
prior to the month and day of mailing of the prior year's proxy statement.
Accordingly, if a proponent does not notify the Company on or before April 3,
2001 of a proposal for the 2001 Annual Meeting, management may use its
discretionary voting authority to vote on such proposal.
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Effective upon the date of the Annual Meeting, the Bylaws of the Company
will be amended to provide for a board of eight directors, assuming that the
stockholders elect nominee Larry Wangberg to the Board of Directors. On March
16, 2000, the Board of Directors appointed Per-Kristian Halvorsen to replace
Morton Topfer, who resigned from the Board of Directors in July 1999. 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
eight nominees named below. 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.......... 51 Chairman of the Board, Chief Executive 1992
Officer and President of the Company
Mark A. Bertelsen....... 56 Senior Partner, Wilson Sonsini 1992
Goodrich & Rosati, Professional
Corporation, attorneys at law
Crawford W. Beveridge... 54 Vice President and Chief Human 1993
Resources Officer, Sun Microsystems
J. Hallam Dawson........ 63 Chairman of the Board, IDI Associates 1988
Per-Kristian Halvorsen.. 48 Director and Principal Scientist, 2000
Information Sciences and Technologies
Laboratory, Xerox PARC
Paul S. Otellini........ 49 Executive Vice President and General 1997
Manager, Intel Architecture Business
Group, Intel Corporation
Mary Alice Taylor....... 50 Chief Executive Officer and Chairman 1995
of the Board, HomeGrocer.com
Larry Wangberg.......... 57 Chief Executive Officer and Chairman --
of the Board, ZD TV, Inc.
</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 among any of the directors or executive officers of the
Company.
Ms. Bartz joined the Company in April 1992 and serves as Chairman of the
Board, Chief Executive Officer and President. Ms. Bartz is a director of
Network Appliance, Inc., BEA Systems, Inc., Cadence Design Systems, Inc.,
Cisco Systems, Inc. and VA Linux.
Mr. Bertelsen joined the law firm of Wilson Sonsini Goodrich & Rosati,
outside legal counsel to the Company, in January 1972 and became a member of
the firm in January 1977.
Mr. Beveridge has served as Vice President and Chief Human Resources
Officer of Sun Microsystems since March 2000. Mr. Beveridge served as Chief
Executive Officer of Scottish Enterprise from January 1991 until February
2000. Mr. Beveridge is a director of Scottish Equity Partners Ltd. and of U.S.
Small Companies Investment Trust.
Mr. Dawson has served as Chairman of IDI Associates, a private investment
bank specializing in Latin America since September 1986.
3
<PAGE>
Dr. Halvorsen has served as Director and Principal Scientist of the
Information Sciences and Technologies Laboratory at the Xerox Palo Alto
Research Center (PARC) since 1992. Dr. Halvorsen currently holds appointments
as professor at the University of Oslo, and as a consulting professor at
Stanford University. He is a principal at the Center of Study of Language and
Information (CSLI) at Stanford University.
Mr. Otellini has served as Executive Vice President and General Manager of
the Intel Architecture Business Group at Intel Corporation since January 1998.
Mr. Otellini was promoted to Executive Vice President of Sales and Marketing
of Intel Corporation in April 1996 and served as Senior Vice President of
Sales and Marketing of Intel Corporation from May 1993 to May 1996. Mr.
Otellini is a director of Fritz Companies.
Ms. Taylor has served as Chief Executive Officer and Chairman of the Board
of HomeGrocer.com since September 1999. Previously, Ms. Taylor served as
Executive Vice President of Global Operations and Technology of CitiCorp from
January 1997 until September 1999. Ms. Taylor served as Senior Vice President
of Federal Express Corporation from September 1991 until December 1996. Ms.
Taylor is a director of HomeGrocer.com and Dell Computer Corporation.
Mr. Wangberg has served as Chief Executive Officer and Chairman of the
Board of ZD TV, Inc. since August 1997. Previously, Mr. Wangberg was Chief
Executive Officer and Chairman of the Board of StarSight Telecast, Inc., an
interactive program guide company, from February 1995 to August 1997. Mr.
Wangberg served as Chief Executive Officer and Chairman of the Board of Times
Mirror Cable Television and Senior Vice President of its parent corporation,
Times Mirror Company, from November 1983 to February 1995.
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 five meetings during the fiscal year ended
January 31, 2000. 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 their term of office.
During the fiscal year ended January 31, 2000, the Audit Committee
consisted of directors J. Hallam Dawson (Chairman), Mary Alice Taylor and Mark
A. Bertelsen. Effective March 16, 2000, Mr. Bertelsen was replaced by Per-
Kristian Halvorsen. 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 four meetings during fiscal year 2000.
During the fiscal year ended January 31, 2000, the Compensation Committee
consisted of directors Crawford W. Beveridge (Chairman), Morton Topfer and
Paul S. Otellini. Mr. Topfer resigned from the Board of Directors in July
1999. Effective March 16, 2000, Mr. Bertelsen joined the Compensation
Committee. 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 stock plans. In December 1995, the
Board delegated to the Company's Chief Executive Officer authority to grant
options to non-officer employees to the extent such options fall within
standard guidelines previously approved by the Compensation Committee. The
authority to grant all other options (except options which are granted
automatically to outside directors under the non-discretionary 2000 Directors'
Option Plan) has been delegated to the Compensation Committee. 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 six meetings during fiscal year 2000.
4
<PAGE>
The Nominating Committee consists of directors Carol A. Bartz (Chairman),
Crawford W. Beveridge and Paul S. Otellini. The Nominating Committee has the
responsibility to present a slate of nominees to the full Board prior to each
annual meeting and to make recommendations regarding outside director
compensation.
Compensation of Directors
Through June 22, 2000, the Company paid annual compensation of $25,000 to
each director who was not an employee of or consultant to the Company
(currently six persons). Effective June 22, 2000, the annual compensation will
be increased to $35,000, of which not more than fifty percent can be cash and
the balance must be restricted stock issued at the rate of $1.20 worth of
stock for each $1.00 of cash compensation foregone. Directors do not receive
fees for attending Board or Board Committee meetings.
The Company's 1990 Directors' Option 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 to purchase 20,000 shares of Common Stock of the
Company, with subsequent annual grants of 10,000 shares. Each option granted
under the 1990 Directors' Option Plan vests cumulatively as to one-third of
the shares subject to the option on each anniversary of the date of grant, for
a total vesting period of three years. The exercise price of options granted
under the 1990 Directors' Option Plan is equal to the fair market value of the
Common Stock on the date of grant. On March 16, 2000, the Board of Directors
adopted the 2000 Directors' Option Plan to replace the expiring 1990
Directors' Option Plan. The terms of this new plan are substantially similar
to the terms of the 1990 Directors' Option Plan, and are more fully described
in Proposal Two of this proxy statement. The stockholders are requested to
approve the 2000 Directors' Option Plan.
5
<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 January 31, 2000 (1) by each
person who is known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock, (2) by each of the Company's directors and
nominees, (3) by each of the Company's Chief Executive Officer and the
Company's four most highly compensated executive officers (other than the
Chief Executive Officer) who served as executive officers at January 31, 2000
(collectively, the "Named Officers") and (4) by all directors and executive
officers who served as directors or executive officers at January 31, 2000 as
a group.
The number and percentage of shares beneficially owned is determined under
the rules of the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days after January 31, 2000, through the
exercise of any stock option, exchange of Exchangeable Shares or other right.
Unless otherwise indicated, each person has sole voting and investment power
(or shares such powers with his or her spouse) with respect to the shares
shown as beneficially owned.
The percent of shares beneficially owned is based on 59,240,830 shares
outstanding as of January 31, 2000. The beneficial ownership of five percent
stockholders was obtained from filings made with the SEC pursuant to Sections
13(d) or 13(g) of the Exchange Act which filings reflect ownership as of
December 31, 1999.
<TABLE>
<CAPTION>
Shares
Beneficially Owned
---------------------
Directors and Nominees, Officers and Five Percent (5%)
Stockholder Number Percent
- ------------------------------------------------------ ----------- ---------
<S> <C> <C>
Principal Stockholder:
Capital Group International, Inc. ...................... 9,085,370 15.34%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
Capital Research and Management Company................. 3,651,050 6.16%
333 South Hope Street
Los Angeles, CA 90071
J. & W. Seligman & Co., Inc. ........................... 3,525,620 5.95%
125 University Ave.
Palo Alto, CA 94301
Directors and Nominees:
Carol A. Bartz.......................................... 1,366,924 2.26%
Mark A. Bertelsen....................................... 54,590 *
Crawford W. Beveridge................................... 61,807 *
J. Hallam Dawson........................................ 64,319 *
Per-Kristian Halvorsen.................................. -- --
Paul S. Otellini........................................ 41,842 *
Mary Alice Taylor....................................... 57,561 *
Larry Wangberg.......................................... 1,000 *
Other Named Officers:
Steve Cakebread......................................... 90,469 *
Dominic J. Gallello..................................... 346,710 *
Godfrey R. Sullivan..................................... 292,165 *
Michael E. Sutton....................................... 240,603 *
All directors and executive officers as a group (15
persons)............................................... 3,036,046 5.11%
</TABLE>
- --------
*Represents less than 1%.
6
<PAGE>
The number of shares shown as beneficially held includes options to
purchase shares of Common Stock within 60 days of January 31, 2000, in the
following amounts: Ms. Bartz, 20,000 shares; Mr. Cakebread, 10,000 shares; Mr.
Gallello, 19,900 shares; Mr. Sullivan, 16,600 shares; Mr. Sutton, 23,200
shares; and all directors and executive officers as a group, 145,200 shares.
Executive Compensation
The following table sets forth the annual and long-term compensation of the
Named Officers for services to the Company in all capacities during the three
fiscal years ended January 31, 2000:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation
Compensation Awards
----------------- ------------
Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Carol A. Bartz............... 2000 $683,000 $800,000 450,000 $ 50,089
Chairman of the Board, 1999 600,000 800,000 60,000 39,275
Chief Executive Officer and
President 1998 515,000 490,125 -- 39,000
Steve Cakebread.............. 2000 $293,000 $190,000 110,000 $ 3,275
Senior Vice President and 1999 260,000 210,000 30,000 3,275
Chief Financial Officer 1998 181,846 165,000 175,000 2,875
Dominic J. Gallello.......... 2000 $353,000 $230,000 130,000 $ 22,098
Executive Vice President, 1999 320,000 250,000 30,000 3,275
Design Solutions Division 1998 275,000 173,125 -- 13,576
Godfrey R. Sullivan.......... 2000 $353,000 $250,000 130,000 $ 3,275
Executive Vice President, 1999 315,000 240,000 30,000 6,967
Discreet Division 1998 260,000 173,750 -- 3,000
Michael E. Sutton............ 2000 $407,000 $240,000 110,000 $251,446
Executive Vice President, 1999 290,000 240,000 180,000 26,400
Worldwide Field Organization 1998 250,000 160,000 -- 139,135
</TABLE>
Amounts reported as All Other Compensation for fiscal year 2000 consist of:
. matching contributions by Autodesk to one of Autodesk's pre-tax savings
plans (Ms. Bartz $2,775, Mr. Cakebread $2,775, Mr. Gallello $2,775 and
Mr. Sullivan $2,775);
. Autodesk contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Cakebread $500, Mr. Gallello $500, Mr. Sullivan $500 and Mr.
Sutton $250);
. $36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses;
. $13,846 paid to Mr. Gallello and $66,127 paid to Mr. Sutton for vacation
cashout;
. $30,812 paid by Autodesk for relocation of Mr. Sutton to the United
States;
. $23,399 paid to Mr. Sutton for tax equalization;
. $130,858 paid by Autodesk into an employee retirement fund on behalf of
Mr. Sutton; and
. $10,814 paid on behalf of Ms. Bartz and $4,977 paid on behalf of Mr.
Gallello for organization dues.
7
<PAGE>
Amounts reported as All Other Compensation for fiscal year 1999 consist of:
. matching contributions by Autodesk to one of Autodesk's pre-tax savings
plans (Ms. Bartz $2,775, Mr. Cakebread $2,775, Mr. Gallello $2,775 and
Mr. Sullivan $2,775);
. Autodesk contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Cakebread $500, Mr. Gallello $500 and Mr. Sullivan $500);
. $36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses;
. $3,692 paid to Mr. Sullivan for vacation cashout;
. $3,200 paid by Autodesk for health insurance premiums on behalf of Mr.
Sutton; and
. $23,200 paid by Autodesk into an employee retirement fund on behalf of
Mr. Sutton.
Amounts reported as All Other Compensation for fiscal year 1998 consist of:
. matching contributions by Autodesk to one of Autodesk's pre-tax savings
plans (Ms. Bartz $2,500, Mr. Cakebread $2,500, Mr. Gallello $2,500 and
Mr. Sullivan $2,500);
. Autodesk contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Cakebread $375, Mr. Gallello $500 and Mr. Sullivan $500);
. $36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses;
. $10,576 paid to Mr. Gallello for vacation cashout;
. $100,000 paid to Mr. Sutton as a cost of living adjustment related to
his location in Switzerland;
. $3,621 paid by Autodesk for health insurance premiums on behalf of Mr.
Sutton; and
. $35,514 paid by Autodesk into an employee retirement fund on behalf of
Mr. Sutton.
Certain officers and other employees of the Company purchased shares of
common stock in a partially owned subsidiary of Autodesk, Buzzsaw.com, Inc. In
the case of the Named Officers, these purchases were in the following amounts:
Carol A. Bartz, 75,000 shares; Steve Cakebread, 50,000 shares; Dominic J.
Gallello, 50,000; Godfrey R. Sullivan, 50,000; and Michael E. Sutton, 50,000.
Such shares were purchased at fair market value on the date of purchase.
8
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information regarding stock options granted
to the Named Officers during the fiscal year ended January 31, 2000. The
percentage of total options granted to the Named Officers is based on the
total number of options granted during fiscal year 2000 which totaled
5,983,855.
The 5% and 10% assumed annual rates of appreciation are specified in SEC
rules and do not represent the Company's estimate or projection of future
stock price growth. The Company does not necessarily agree that this method
can properly determine the value of an option.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Share
% of Total Price Appreciation
Options Exercise For Option Term
Options Granted to Price Expiration ----------------------
Name Granted Employees Per Share Date 5% 10%
---- ------- ---------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Carol A. Bartz.......... 100,000 $27.625 5/28/09 $1,737,321 $ 4,402,714
200,000 24.125 9/08/09 3,034,417 7,689,807
150,000 33.000 12/06/09 3,113,028 7,889,025
------- ---------- -----------
450,000 7.52% $7,884,766 $19,981,546
Steve Cakebread......... 30,000 $27.625 5/28/09 $ 521,196 $ 1,320,814
50,000 24.125 9/08/09 758,604 1,922,452
30,000 33.000 12/06/09 622,606 1,577,805
------- ---------- -----------
110,000 1.84% $1,902,406 $ 4,821,071
Dominic J. Gallello..... 30,000 $27.625 5/28/09 $ 521,196 $ 1,320,814
70,000 27.875 6/24/09 1,227,131 3,109,790
30,000 33.000 12/06/09 622,606 1,577,805
------- ---------- -----------
130,000 2.17% $2,370,933 $ 6,008,409
Godfrey R. Sullivan..... 30,000 $27.625 5/28/09 $ 521,196 $ 1,320,814
70,000 27.875 6/24/09 1,227,131 3,109,790
30,000 33.000 12/06/09 622,606 1,577,805
------- ---------- -----------
130,000 2.17% $2,370,933 $ 6,008,409
Michael E. Sutton....... 30,000 $27.625 5/28/09 $ 521,196 $ 1,320,814
50,000 24.125 9/08/09 758,604 1,922,452
30,000 33.000 12/06/09 622,606 1,577,805
------- ---------- -----------
110,000 1.84% $1,902,406 $ 4,821,071
</TABLE>
9
<PAGE>
Option Exercises and Holdings
The following table sets forth, for each of the Named Officers, information
concerning stock options exercised during the Company's 2000 fiscal year, and
the number of shares of the Company's Common Stock subject to both exercisable
and unexercisable stock options as of January 31, 2000. Also reported are
values for "in-the-money" options that represent the positive spread between
the respective exercise prices of outstanding stock options and the fair
market value of the Company's Common Stock as of January 31, 2000.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Shares Year End(#) at Fiscal Year End
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carol A. Bartz.......... 57,000 $925,338 1,283,000 690,000 $16,059,039 $3,069,000
Steve Cakebread......... -- -- 80,000 235,000 -- 410,040
Dominic J. Gallello..... -- -- 320,100 249,900 1,259,624 614,356
Godfrey R. Sullivan..... -- -- 254,400 246,600 1,112,889 589,811
Michael E. Sutton....... -- -- 214,780 259,700 $ 738,911 $ 604,136
</TABLE>
Executive Change in Control Program
On March 16, 2000, the Board of Directors adopted the Executive Change in
Control Program (the "Program") in an effort to ensure the continued service
of the Company's key executives in the event of a future change of control
event. A change of control event is defined as (1) any person or entity
acquiring 50% or more of the voting power of the Company, (2) the sale or
disposition of all or substantially all of the Company's assets, (3) a merger
or consolidation of the Company with any other corporation or (4) a change in
the composition of the Board of Directors not in connection with (1) through
(3) above as a result of which fewer than a majority of the directors after
the event were existing directors before the event. Participation in the
program is at the discretion of the Board of Directors and has currently been
designated by the Board to include executive officers of the Company. Under
the Program, if the Company terminates the employment of an employee
participating in the Program without cause within 12 months following a change
of control event, the employee is entitled to receive the following severance
and other benefits:
. a cash payment equal to his or her annual base salary and average annual
bonus, such salary and bonus to be payable over one year in 24 equal
bimonthly installments;
. immediate vesting of an additional year's worth of stock options granted
under the Company's equity incentive plans; and
. continued medical, dental and vision insurance coverage for one year
(unless covered by another employer at an earlier date).
The executive will not be entitled to the benefits listed above if the
employee voluntarily resigns or is terminated for cause or because of
retirement, death or disability.
Report of the Compensation Committee of the Board of Directors
The Compensation Committee of the Board of Directors is currently comprised
of three non-employee directors. For the first half of fiscal year 2000, the
Compensation Committee consisted of: Crawford Beveridge, Chairman;
Paul Otellini; and Morton Topfer. The vacancy created by Mr. Topfer's
resignation from the Board was filled by Mark Bertelsen effective March 2000.
The Compensation Committee is responsible for establishing the policies and
programs which determine the compensation of the Company's officers. The
Compensation Committee sets base cash compensation and bonus compensation on
an annual basis for the Chief Executive
10
<PAGE>
Officer and other executive officers of the Company. In addition, the
Compensation Committee has exclusive authority to grant stock options to
executive officers. The Compensation Committee considers both internal data,
including financial and non-financial corporate goals and individual
performance, as well as external data from outside compensation consultants
and independent executive compensation data from comparable high technology
companies, in determining officers' compensation.
Compensation Philosophy
The Company operates in an extremely competitive and rapidly changing high
technology industry.
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 financial and non-financial corporate performance;
. establishes pay opportunities that are competitive based on prevailing
practices for the industry, the stage of growth of the Company, and the
dynamic and challenging high technology 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.
The Compensation Committee's philosophy during the fiscal year ended
January 31, 2000 was influenced by the unprecedented growth of new businesses
in the San Francisco Bay Area, particularly in the high technology Internet-
oriented fields. The attraction of management talent, as well as skilled
technical and infrastructure personnel, to such businesses impacted salaries,
bonuses and equity packages throughout the Bay Area and created competitive
presssure to attract and retain key employees.
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 high technology companies. Local,
national and, for international executives, foreign country data are examined
and taken into account, along with the skills and performance of the
individual 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. The actual annual cash bonuses received by an executive depend upon
attainment of these specified business goals, together with discretionary
analysis of individual contribution. Incentive bonuses for fiscal year 2000
were based on the achievement of these corporate and individual goals and
related contribution to the Company's success. In setting goals and measuring
performance against those goals, the Compensation Committee considers
compensation practices among companies competing for a common employee pool,
as well as general economic and market conditions. It is the intention of the
Compensation Committee in fiscal year 2001 to continue this linkage between
the achievement of specific financial targets, corporate and individual goals
and the payment of incentive cash compensation to officers and other
executives in the Company.
3. Equity-based incentive compensation has been provided to employees and
management through the Company's stock incentive plans. Under these plans,
officers, employees and certain consultants to the Company are eligible to be
granted stock options based on competitive market data, as well as their
responsibilities and
11
<PAGE>
position in the Company. These options allow participants to purchase shares
of Autodesk Common Stock at the market price on the date of the grant, subject
to vesting during the participant's employment with the Company. Employees are
also permitted to purchase shares of the Company's Common Stock, subject to
certain limitations, at eighty-five percent (85%) of fair market value under
the Employee Stock Purchase Plan. The purpose of these stock plans is to
instill the economic incentives of ownership and to create management
incentives to improve stockholder value. The Company's stock option plans
utilize vesting periods to encourage employees and executives to remain with
the Company and to focus on longer-term results.
Autodesk believes that its executive compensation program falls within the
normal range of compensation programs offered by comparable high technology
companies.
Chief Executive Officer Compensation
In determining Ms. Bartz's compensation for the fiscal year ended January
31, 2000, the Compensation Committee reviewed industry surveys of compensation
paid to chief executive officers of comparable companies, with a focus on
those companies located in the San Francisco Bay Area, and evaluated
achievement of corporate and individual objectives for the fiscal year. Ms.
Bartz's annual base compensation for fiscal year 2000 was $700,000. Like other
executive officers, Ms. Bartz was eligible to receive an incentive bonus
determined on the basis of achievement of financial and non-financial
individual and corporate goals and contribution to the Company's success. In
addition, in determining incentive bonus compensation for the fiscal year
ended January 31, 2000 and base compensation for fiscal year 2001, the
Committee considered Ms. Bartz's leadership in transitioning the Company to a
business model necessary for full realization of opportunities provided by the
Internet, extraordinary management of expenses during fiscal 2000, integration
of Autodesk's evolving business units and assumption by Ms. Bartz of
additional responsibilities previously held by the Chief Operating Officer.
The Committee also considered the alternative financial opportunities
available to skilled and experienced chief executives in the San Francisco Bay
Area and the importance of ensuring her continued leadership. Ms. Bartz
received a bonus of $800,000 for fiscal year 2000. She received an increase in
base salary for fiscal year 2001 to $800,000. Ms. Bartz was granted options to
buy an aggregate of 450,000 shares of Autodesk stock during fiscal year 2000.
We believe it is critical to the Company's long-term success to continue to
tie the Chief Executive Officer's financial incentives to the Company's
performance and to align individual financial interests with those of
stockholders.
Other Executive Compensation
Autodesk provides certain compensation 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. In
fiscal year 1998, the Company introduced a Deferred Compensation Program for
executives.
Deductibility of Executive Compensation
Beginning in 1994, the Internal Revenue Code of 1986, as amended (the
"Code") limited the federal income tax deductibility of compensation paid to
the Company's chief executive and to each of the other four most highly
compensated executive officers. For this purpose, compensation can include, in
addition to cash compensation, the difference between the exercise price of
stock options and the value of the underlying stock on the date of exercise.
The Company may deduct compensation with respect to any of these individuals
only to the extent that during any fiscal year such compensation does not
exceed $1 million or meets certain other conditions (such as stockholder
approval). Considering the Company's current compensation plans and policy,
the Company and the Compensation Committee believe that, for the near future,
there is little risk that the Company will lose any significant tax deduction
relating to executive compensation. If the deductibility of executive
compensation becomes a significant issue, the Company's compensation plans and
policy will be
12
<PAGE>
modified to maximize deductibility if the Company and the Compensation
Committee determine that such action is in the best interests of the Company.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
Crawford W. Beveridge, Chairman
Paul S. Otellini
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 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 (as adjusted to reflect the October 1994 two-for-one stock
split) 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.
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 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 SEC and
the National Association of Securities Dealers. Such officers, directors and
ten percent 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, 2000.
13
<PAGE>
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.
Comparison of Five Year Cumulative Total Stockholder Return
Tue Wed Fri Fri Fri Mon
1/31/95 1/31/96 1/31/97 1/30/98 1/29/99 1/31/00
1995 1996 1997 1998 1999 2000
Autodesk Inc. $100 $ 91 $ 95 $117 $133 $ 92
Dow Jones So $100 $149 $217 $282 $526 $762
Standard & Po $100 $135 $167 $208 $272 $296
- -------
Assumes $100 invested January 31, 1995 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.
14
<PAGE>
PROPOSAL TWO
APPROVAL OF THE 2000 DIRECTORS' OPTION PLAN
The Company's 2000 Directors' Option Plan (the "Directors' Plan") was
adopted by the Board of Directors on March 16, 2000. A total of 400,000 shares
of Common Stock are reserved for issuance under the Directors' Plan, including
the shares submitted for stockholder approval at this meeting, as well as
42,571 shares which remained available under the expiring 1990 Directors'
Option Plan which will be transferred to the new plan. As of the Record Date,
no options had been granted under the Directors' Plan. There are currently
seven directors who are eligible to participate in the Directors' Plan.
The stockholders are requested to approve the Directors' Plan. The Company
believes that the Directors' Plan will facilitate attracting highly qualified
directors, permit equity participation in the Company by the non-employee
directors of the Company as consideration for their service on the Board and
provide an equity incentive associated with the success of the Company's
business.
The Board of Directors recommends that the stockholders vote "FOR" the 2000
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 approve 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
400,000, plus 42,571 shares previously authorized under the expiring 1990
Directors' Plan. 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.
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 or a committee of the board.
The plan is structured such that no discretion is exercised by any person
concerning material decisions regarding the Directors' Plan.
Option Grants. 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 for the first time, each
outside director is granted an option, subject to certain vesting provisions,
to purchase 20,000 shares of the Company's Common Stock. Thereafter, 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 an option to
purchase 10,000 shares of the Company's Common Stock on the date of each
annual meeting of stockholders.
Term of Plan. The Directors' Plan shall be effective for a ten-year term
unless earlier terminated pursuant to the provisions of the plan.
15
<PAGE>
Terms of Option; Option Agreement. Options granted under the Directors'
Plan have a term of ten 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 each of the first anniversary, the second anniversary and the
third anniversary of the date of the grant 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.
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, including those options which had not previously vested.
Termination of Options. No option is exercisable by any person after the
expiration of ten 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
16
<PAGE>
assume all outstanding options or substitute new options therefor, unless the
Board determines in its discretion to accelerate the exercisability of such
options.
Restricted Stock Awards. The Directors' Plan requires a director shall
receive no less than 50%, and at the option of the director up to 100%, of
compensation in the form of restricted stock. Each director must make an
election as to the percentage of compensation to be taken in stock prior to
each annual meeting of stockholders. That percentage of compensation otherwise
payable to such director shall be paid at the rate of 120% in the form of
restricted stock, which shall vest one year later, subject to continued
service on the Company's Board of Directors. Beginning on the date of the 2000
Annual Meeting of Stockholders, annual compensation payable to directors shall
be $35,000, which would yield stock valued at $42,000 if all of such
compensation were paid in the form of restricted stock.
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.
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 or stockholder 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 ordinary income for federal tax purposes measured by
the excess, if any, of the then fair market value of the shares over the
option price. Similarly, the holder of restricted stock will not recognize any
taxable income at the time he or she is issued such stock. Rather, when the
restricted stock vests, the holder will generally recognize ordinary income
for federal tax purposes measured by the excess, if any, of the then fair
market value of the shares over their fair market value on the date of
issuance. In this way, the date of taxation (and the date of measurement of
taxable ordinary income) may be deferred unless the optionee or stockholder
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 or stockholder,
any difference between the sale price and the exercise price or fair market
value on the date of issuance, as the case may be, 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 or stockholder recognizes ordinary income.
New Plan Benefits
Each of the Company's directors will receive options to purchase an
aggregate of 10,000 shares of Common Stock on the date of each annual meeting
which occurs six months or more after each such director joined the Board.
Each new nominee, if elected, will receive an option to purchase 20,000 shares
of Common Stock. The options will be granted at the fair market value on the
date of grant and the value of the options depends upon the Company's stock
price at the time of sale of the shares exercisable under the option.
Accordingly, the dollar value of the amount to be received by the directors is
not determinable. In addition, each outside director is required to receive no
less than 50%, and entitled to receive up to 100%, of the annual compensation
payable to such director in restricted stock.
17
<PAGE>
PROPOSAL THREE
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,
2001 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.
The Board of Directors recommends that the stockholders vote "FOR" the
ratification of appointment of independent auditors.
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 18, 2000
18
<PAGE>
<TABLE>
<S> <C> <C> <C>
For all
1. ELECTION OF DIRECTORS- For Withheld Except
Nominees: Carol A. Bartz: Mark A. Bertelson [_] [_] [_]
Crawford W. Beveridge; J. Hallam Dawson
Per-Kristian Halvorsen;
Paul S. Otellini; Mary Alice Taylor; and
Larry Wangberg.
__________________________________
(Except nominee(s) written above.)
2. Proposal to approve the 2000 Directors' Option Plan.
3. Proposal to ratify the appointment of For Against Abstain
Ernst & Young LLP as the independent auditors [_] [_] [_]
of Autodesk, Inc. for the fiscal year ending
January 31, 2001.
</TABLE>
(This Proxy should be marked, dated, and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
Dated ___________________________, 2000
_________________________________
Signature(s)
_________________________________
. FOLD AND DETACH HERE .
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AUTODESK, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of AUTODESK, INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated May 18, 2000, and hereby appoints Carol A. Bartz and
Marcia K. Sterling, 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 1999 Annual Meeting of Stockholders of
AUTODESK, INC. to be held on June 22, 2000, at 2:00 p.m. 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 the nominees
named in the Proxy Statement to AUTODESK, INC.'s board of directors FOR the 2000
Directors' Option Plan, FOR the ratification of the appointment of Ernst & Young
LLP as independent auditors for the fiscal year ending January 31, 2001, 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)
