Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Executive Officer and President
On February 6, 2017, Carl Bass tendered his resignation, effective February 8, 2017, as President and Chief Executive Officer of the
Company (the Bass Resignation), but will continue as a member of the Board and will be nominated for reelection at the 2017 annual meeting of shareholders.
Appointment of Co-Chief Executive Officers
On February 6, 2017, the Board appointed each of Andrew Anagnost, the Companys senior vice president, business strategy &
marketing and chief marketing officer, and Amar Hanspal, the Companys senior vice president, products, as a Chief Executive Officer of the Company (each, a Co-CEO) to jointly hold the newly-created Office of the Chief Executive
Officer, effective immediately upon the Bass Resignation.
Dr. Anagnost, 52, began his career in aeronautical engineering at Lockheed
Martin Aeronautics. He joined Autodesk in 1997 and has held various marketing, product management and product development roles. He led the Companys transition to an all-subscription business model, and now also oversees all of marketing and
business strategy for the Company. Dr. Anagnost holds a bachelor of science degree in Mechanical Engineering from the California State University, and holds both an MS in Engineering Science and a PhD in Aeronautical Engineering and Computer
Science from Stanford University.
Mr. Hanspal, 53, joined Autodesk in 1987 in the tech support department. He has since held a
series of senior product leadership roles. He left the Company in 1999 and was the co-founder and vice president of marketing at RedSpark, an e-commerce and collaboration company focused on the manufacturing industry, prior to rejoining the Comany
in 2002. He led the Companys technology shift to the cloud and to mobile platforms and currently leads the companys worldwide product engineering and development organization. Mr. Hanspal holds a masters of science in
Mechanical Engineering from the State University of New York at Stony Brook and a bachelors degree in mechanical engineering from the University of Bombay. He serves on the board of directors of eSilicon Corporation.
Carl Bass Transition and Separation Agreement
On February 6, 2017, Mr. Bass and the Company entered into a Transition and Separation Agreement (the Transition
Agreement) pursuant to which Mr. Bass resigned from his positions as the Companys President and Chief Executive Officer effective as of February 8, 2017.
5
Pursuant to the Transition Agreement, Mr. Bass will serve as a part-time employee in the role of special advisor to the Co-CEOs or the successor Chief Executive Officer, as applicable,
during the period commencing on February 8, 2017 and ending on May 7, 2017, or such later date as agreed between the Board and Mr. Bass, but in no event later than October 30, 2017 (such period, the Transition
Period). Mr. Bass will continue to serve as a member of the Board through the Transition Period and will be nominated for re-election to the Board at the 2017 Annual Meeting to serve as director until the 2018 Annual Meeting and the
Company will recommend and solicit proxies for the election of Mr. Bass at the 2017 Annual Meeting. The Transition Agreement supersedes and replaces Mr. Bass employment agreement with the Company, dated as of March 21, 2013.
During the Transition Period, Mr. Bass will be entitled to receive a monthly payment of $12,500 from the Company and continued
health benefits. As an employee during the Transition Period, Mr. Bass will receive his fiscal 2017 bonus based on the Companys fiscal 2017 performance and his outstanding equity awards of the Company will continue to vest. Mr. Bass will
not be eligible to receive any bonus payments for the Companys 2018 fiscal year or any new equity award grants during the Transition Period.
At the end of the Transition Period, Mr. Bass employment with the Company will terminate. Consistent with the voluntary
termination related to a transition provisions of Mr. Bass March 21, 2013 employment agreement and pursuant to the Transition Agreement, Mr. Bass will be entitled to receive the same severance payments and benefits that he would
otherwise have received under his employment agreement with the Company as if his employment had been involuntarily terminated other than in connection with a change in control. The foregoing compensation is conditioned upon re-execution and
non-revocation by Mr. Bass of a general release of claims and continued compliance with certain non-competition, employee non-solicitation, non-disparagement and confidentiality covenants set forth in the Transition Agreement. Mr. Bass is not
entitled to any payments or benefits under the Companys Executive Change in Control Program.
The foregoing description of the terms
of the Transition Agreement is not complete and is qualified in its entirety by the full text of the Transition Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.