AUTODESK INC (ADSK)
Sector: Information Technology
2026 Annual Meeting Analysis
AUTODESK INC · Meeting: June 17, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2017; ADSK's 3-year price return of +26.3% is roughly in line with the peer group median of +23.0%, falling only +3.3pp above the median — well within the 65pp underperformance threshold required to trigger a vote against, and no overboarding or other policy flags apply.
Non-executive Chair since 2018 with extensive technology and finance experience; ADSK's 3-year TSR does not breach the peer-group underperformance threshold, and his outside board count (Kioxia as Executive Chair, Intel) does not exceed the four-board limit, so no policy trigger fires.
New nominee with no prior tenure at Autodesk, so the TSR trigger does not apply; brings relevant CEO and technology transformation experience from Pearson and Microsoft, and holds one other public board seat (Pearson), well within the overboarding limit.
Director since 2018 with deep CFO and technology industry experience; ADSK's 3-year TSR does not breach the peer-group underperformance threshold, she serves on two other public boards (Zscaler, GitLab) within the four-board limit, and no other policy flags apply.
Director since 2024 and therefore within the 24-month exemption window, which shields him from the TSR trigger; he also brings strong financial and audit expertise as Audit Committee Chair, with three other public board seats (Kraft Heinz, American Airlines, Colgate-Palmolive) sitting at the four-board limit but not exceeding it.
Director since 2025 and clearly within the 24-month new-director exemption from the TSR trigger; brings deep SaaS and financial expertise relevant to Autodesk, and is actively reducing his outside board commitments by resigning from Okta effective June 18, 2026.
Director since 2019 with unique AI and robotics expertise directly relevant to Autodesk's strategy; ADSK's 3-year TSR does not breach the peer-group underperformance threshold, she holds one other public board seat (Motorola Solutions), and no policy flags apply.
Director since 2019 with proven technology CEO experience; ADSK's 3-year TSR does not breach the peer-group underperformance threshold, he holds two other public board seats (DocuSign, ZipRecruiter) within the four-board limit, and no other policy flags apply.
Director since 2024 and within the 24-month new-director exemption from the TSR trigger; brings relevant industrial software and M&A expertise as COO of Emerson Electric, holds one outside public board seat, and no policy flags apply.
Director since 2022 with technology CEO and AI expertise; ADSK's 3-year TSR does not breach the peer-group underperformance threshold, he holds no current outside public board seats following his departure from Juniper Networks, and no policy flags apply.
Director since 2025 and within the 24-month new-director exemption from the TSR trigger; brings over 30 years of audit and accounting expertise highly relevant to her Audit Committee role, and holds one other public board seat (Micron Technology).
All 11 director nominees receive a FOR vote. Autodesk's 3-year price return of +26.3% exceeds the peer group median of +23.0% by +3.3 percentage points, well below the 65pp underperformance threshold required to trigger votes against directors under the strong-positive TSR tier. Four directors (Abbosh, Cahill, Krishnan, Simons) are additionally protected by the 24-month new-director exemption. No director has overboarding issues, attendance problems, independence concerns, or familial relationships with management.
Say on Pay
✓ FORCEO
Andrew Anagnost
Total Comp
$25,192,846
Prior Support
88.1%%
Prior Say on Pay support of 88.1% at the 2025 annual meeting is well above the 70% threshold that would require demonstrated responsiveness, and the company has in fact made meaningful program improvements in response to shareholder feedback, including switching to a 3-year relative TSR measurement period and adding a stock-based compensation expense accountability metric. The CEO's total compensation of approximately $25.2 million (fiscal year 2025, per the pre-extracted database figure used for benchmarking) reflects a pay mix where 96% of target pay is variable and performance-linked, satisfying the policy's requirement that variable pay comprise at least 50-60% of total compensation. Autodesk's 3-year stock return of +26.3% is roughly in line with its compensation peer group median of +23.0%, meaning above-benchmark incentive payouts are supported by adequate shareholder returns, and the company has a robust clawback policy in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a $51B market cap company; the proxy does not disclose EY's tenure at Autodesk or a complete fee table from which audit and non-audit fees can be reliably extracted, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed to fire — per policy, the tenure trigger requires confirmed data to apply, so the default FOR vote stands.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Requesting Amendment to Reduce Threshold to Call Special Meetings of Stockholders
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate, shareholder-friendly governance proposals, so this proposal warrants serious consideration on its merits. A 25% ownership threshold to call a special meeting is effectively out of reach for most shareholders at a broadly-held company like Autodesk — no single institutional shareholder typically holds that much — which means shareholders currently have very limited ability to convene a meeting on urgent issues between annual meetings. Reducing the threshold to 10% is a mainstream governance improvement that is common among S&P 500 companies and would meaningfully increase shareholder accountability over the board without exposing the company to frivolous meetings, since 10% of shares in a $51 billion company still represents over $5 billion in stock ownership.
Overall Assessment
The 2026 Autodesk annual meeting presents a largely clean ballot: all 11 director nominees receive FOR votes as the company's stock performance is roughly in line with its compensation peer group, the auditor ratification receives a FOR on default given absent fee and tenure data, and the Say on Pay receives strong support given a well-structured, heavily performance-weighted program with 88% prior-year approval. The one area of disagreement with the board is Proposal 5, where we vote FOR the Chevedden special meeting threshold reduction from 25% to 10%, as the current 25% threshold is functionally unusable and lowering it represents a straightforward governance improvement for shareholders.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing