Current Report Filing (8-k)
16 December 2022 - 08:03AM
Edgar (US Regulatory)
0000769397falseJanuary
3100007693972022-12-152022-12-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 15, 2022
Autodesk, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-14338 |
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94-2819853 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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One Market Street, Ste. 400
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San Francisco, |
California |
94105 |
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(Address of principal executive offices) |
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(Zip Code) |
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(415) 507-5000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[☐]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[☐]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[☐]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[☐]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
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ADSK |
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [☐]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On December 15, 2022, the Board of Directors (the “Board”) of
Autodesk, Inc. (the “Company”) amended and restated the Company’s
Bylaws, effective immediately. The Bylaws were amended and
restated, among other things, to update and revise the advance
notice procedures for the nomination of directors or the proposal
of other business at stockholder meetings;
change certain provisions relating to stockholder nominees for
election as a director to address the new universal proxy rules
adopted by the Securities and Exchange Commission;
update certain provisions related to stockholder meetings,
including clarifying the Board may cancel, postpone or reschedule
any previously scheduled annual meeting or special meeting of
stockholders at any time;
clarify the Company’s exclusive forum provisions; update provisions
regarding indemnification;
and make a variety of other language, clarifying and conforming
changes and other technical edits and updates (including to account
for changes in Delaware law).
The foregoing description of the amendment and restatement of the
Bylaws is not complete and is qualified in its entirety by the full
text of the amended and restated Bylaws, a copy of which is
included as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 8.01. Other Events
On December 15, 2022 (the "Payment Date"), the Company repaid in
full the $350.0 million aggregate principal amount of its
outstanding 3.6% Notes due 2022 (the "Notes"). The Notes were
issued pursuant to the Indenture dated as of December 13, 2012 (the
"Indenture"), entered into between the Company and U.S. Bank
National Association, as supplemented by the First Supplemental
Indenture dated as of December 13, 2012 (the “First Supplemental
Indenture”). The Payment Date is the date on which the
“Outstanding” principal, as defined in the First Supplemental
Indenture, was originally payable pursuant to the First
Supplemental Indenture. On the Payment Date, the Company paid the
aggregate outstanding principal amount of the Notes of
approximately $350 million, plus the accrued and unpaid interest
to, but not including, the Payment Date. As a result of the
payment, the Indenture was satisfied and discharged as to the Notes
as of the Payment Date.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
104 Cover
Page Interactive Data File (embedded within the Inline XBRL
document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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AUTODESK, INC. |
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By: /s/ Ruth Ann Keene |
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Ruth Ann Keene
Executive Vice President, Chief Legal Officer |
Date: December 15, 2022
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