<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>NOTICE AND PROXY STATEMENT
<TEXT>
<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] No fee required.
[_] 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:
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(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:
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[_] 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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<PAGE>
[LOGO OF AUTODESK, INC.]
May 17, 2001
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk's 2001 Annual Meeting of
Stockholders to be held on Thursday, June 21, 2001 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 elect eight directors and to
ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the 2002 fiscal year. The accompanying Notice of 2001 Annual
Meeting and Proxy Statement describe these proposals in greater detail. 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 2001 and describe 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.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in Autodesk.
Very truly yours,
/s/ Carol A. Bartz
Carol A. Bartz
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
AUTODESK, INC.
----------------
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 21, 2001
----------------
TO THE STOCKHOLDERS OF AUTODESK, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Autodesk,
Inc., a Delaware corporation, will be held on Thursday, June 21, 2001 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. All current directors are standing for re-election.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the fiscal year ending January 31, 2002.
3. 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 4, 2001 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 17, 2001
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 2001 ANNUAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Autodesk, Inc. for use at Autodesk's Annual Meeting of Stockholders (the
"Annual Meeting") to be held Thursday, June 21, 2001 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 2001 Annual Meeting of Stockholders.
The Annual Meeting will be held at The Embassy Suites Hotel, 101 McInnis
Parkway, San Rafael, California.
Our 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 17, 2001 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 Autodesk is entitled to one vote
for each share held as of May 4, 2001, the record date.
The cost of this solicitation will be borne by Autodesk. We have retained
Georgeson & Company, Inc. to assist in the solicitation of proxies at an
estimated fee of $3,000, plus reimbursement of reasonable expenses. In
addition, we 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 our 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 4, 2001 as 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
53,885,126 shares of common stock outstanding and entitled to vote at the
Annual 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
Autodesk 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. Broker non-votes will also be counted for the
purpose of establishing a quorum, but 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.
A broker non-vote occurs when a nominee holding shares for a beneficial owner
returns a proxy
1
<PAGE>
card on behalf of that beneficial owner but does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received instructions from the beneficial
owner.
Deadline for Receipt of Stockholder Proposals; Exercise of Discretionary
Authority
In order to be included in the proxy soliciting materials relating to our
2002 annual meeting of stockholders, proposals of stockholders must be
received by the secretary of Autodesk no later than January 14, 2002, and must
otherwise comply with the requirements of Rule 14a-8 of the Securities and
Exchange Act of 1934. In addition, a stockholder who intends to present a
proposal at our 2002 annual meeting without inclusion of the proposal in the
proxy materials should be aware that the rules of the Securities and Exchange
Commission, or the SEC, provide that a proxy may confer discretionary
authority on management to vote on a matter for an annual meeting of
stockholders if the proponent fails to notify Autodesk 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 us on or before March 30, 2002 of
a proposal for the 2002 annual meeting, management may use its discretionary
voting authority to vote on such proposal.
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
A board of eight directors is to be elected at the meeting. 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, all of whom are presently directors of Autodesk.
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 are set forth
below.
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
--------------- --- -------------------- --------
<C> <C> <S> <C>
Carol A. Bartz.......... 52 Chairman of the Board, Chief Executive 1992
Officer and President
Mark A. Bertelsen....... 57 Senior Partner, Wilson Sonsini 1992
Goodrich & Rosati, Professional
Corporation, attorneys at law
Crawford W. Beveridge... 55 Vice President and Chief Human 1993
Resources Officer, Sun Microsystems
J. Hallam Dawson........ 64 Chairman of the Board, IDI Associates 1988
Per-Kristian Halvorsen.. 49 Director, Solutions and Services 2000
Technology Center, HPLabs
Paul S. Otellini........ 50 Executive Vice President and General 1997
Manager, Intel Architecture Business
Group, Intel Corporation
Mary Alice Taylor....... 51 Independent Business Consultant 1995
Larry Wangberg.......... 58 Chief Executive Officer and Chairman 2000
of the Board, TechTV
</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 our directors or executive officers.
Ms. Bartz joined Autodesk 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., Cisco Systems, Inc. and VA Linux.
Mr. Bertelsen joined the law firm of Wilson Sonsini Goodrich & Rosati,
outside legal counsel to Autodesk, 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.
Dr. Halvorsen has served as Director of the Solutions and Services
Technology Center in HPLabs since June 2000. Previously, Dr. Halvorsen served
as Director and Principal Scientist of the Information Sciences and
Technologies Laboratory at the Xerox Palo Alto Research Center from June 1992
until June 2000. Dr. Halvorsen is consulting professor at Stanford University
and a principal at the Center of Study of Language and Information. Dr.
Halvorsen is a director of Symantec Corporation.
3
<PAGE>
Mr. Otellini has served as Executive Vice President and General Manager of
the Intel Architecture 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 is an independent business consultant. Previously, Ms. Taylor
served as Chief Executive Officer and Chairman of the Board of HomeGrocer.com
from September 1999 to September 2000. Ms. Taylor served as Executive Vice
President of Global Operations and Technology of CitiCorp from January 1997
until September 1999 and served as Senior Vice President of Federal Express
Corporation from September 1991 until December 1996. Ms. Taylor is a director
of The Allstate Corporation, Dell Computer Corporation, Sabre Holdings
Corporation, and Webvan.
Mr. Wangberg has served as Chief Executive Officer and Chairman of the
Board of ZD TechTV, previously 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.
Board Meetings and Committees
The Board of Directors held a total of five meetings during the fiscal year
ended January 31, 2001. 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.
Audit Committee. During the fiscal year ended January 31, 2001, the Audit
Committee consisted of directors J. Hallam Dawson, Chairman of the Audit
Committee, Mary Alice Taylor, Larry Wangberg and Per-Kristian Halvorsen, who
replaced Mark A. Bertelsen after his resignation effective March 16, 2000. The
principal functions of the Audit Committee and its activities during fiscal
2001 are described below under the heading Report of the Audit Committee of
the Board of Directors. The Audit Committee held five meetings during fiscal
year 2001.
Compensation Committee. During the fiscal year ended January 31, 2001, the
Compensation Committee consisted of directors Crawford W. Beveridge, Chairman
of the Compensation Committee, Mark A. Bertelsen and Paul S. Otellini. Mr.
Bertelsen joined the Compensation Committee effective March 16, 2000. The
Compensation Committee reviews compensation and benefits for our executives
and administers the grant of stock options to executive officers under our
stock plans. In December 1995, the Board delegated to our 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
Autodesk. The Compensation Committee held four meetings during fiscal year
2001.
Nominating Committee. The Nominating Committee consists of directors Carol
A. Bartz, Chairman of the Nominating Committee, Crawford W. Beveridge and Paul
S. Otellini. The Nominating Committee has the responsibility to present a
slate of nominees to the full Board of Directors prior to each annual meeting
and to make recommendations regarding outside director compensation.
Compensation of Directors
We pay an annual fee of $35,000 to each director who was not an employee of
or consultant to Autodesk (currently seven persons), 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.
4
<PAGE>
The Company's 2000 Directors' Option Plan provides for the automatic grant
of nonstatutory stock options to our outside directors. Upon being elected or
appointed to the Autodesk Board of Directors, each outside director is granted
an option to purchase 20,000 shares of our common stock, with subsequent
annual grants of 10,000 shares. Each option granted under the 2000 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 2000 Directors'
Option Plan is equal to the fair market value of our common stock on the date
of grant.
Report of the Audit Committee of the Board of Directors
The Audit Committee oversees Autodesk's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for the quarterly and annual financial statements and the reporting process,
including the systems of internal controls. During fiscal 2001, the Audit
Committee reviewed and updated its written charter, which was approved by the
full Board of Directors. The complete text of the new charter, which reflects
standards set forth in new SEC regulations, is included in Appendix A to this
proxy statement. The Board of Directors has determined that each member of the
Audit Committee is "independent" as required by the listing standards of the
Nasdaq National Market.
The Audit Committee reviewed and discussed the audited financial statements
for fiscal 2001 with management and Ernst & Young LLP, Autodesk's independent
auditors. Ernst & Young LLP are responsible for expressing an opinion on the
conformity of our audited financial statements with generally accepted
accounting principles. In addition, we received from and discussed with Ernst
& Young LLP the written disclosures required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and discussed
with Ernst & Young LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, Communications with Audit Committees, each as
currently in effect.
The Audit Committee discussed with Autodesk's internal and independent
auditors the overall scope and plans for their respective audits. In addition,
the Audit Committee meets with the internal and the independent auditors, with
and without management present, to discuss the results of their examinations,
their evaluations of Autodesk's internal controls, and the overall quality of
Autodesk's financial reporting.
On the basis of these reviews and discussions, the Audit Committee
recommended to the Board of Directors (and the Board has approved) that
Autodesk's audited financial statements be included in Autodesk's Annual
Report on Form 10-K for the fiscal year ended January 31, 2001 for filing with
the Securities and Exchange Commission.
AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
J. Hallam Dawson, Chairman
Per-Kristian Halvorsen
Mary Alice Taylor
Larry Wangberg
5
<PAGE>
MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial
ownership of our common stock as of January 31, 2001 (1) by each person who is
known by us to own beneficially more than five percent (5%) of our common
stock, (2) by each of our directors and nominees, (3) by each of our Chief
Executive Officer and our four most highly compensated executive officers
(other than our Chief Executive Officer) who served as executive officers at
January 31, 2001 (collectively, the "Named Officers") and (4) by all directors
and executive officers who served as directors or executive officers at
January 31, 2001 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, 2001 through the
exercise of any stock option 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 54,713,670 shares
outstanding as of January 31, 2001. 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 the
dates indicated below.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned
-----------------
Directors and Nominees, Officers and Five Percent (5%)
Stockholders Number Percent
------------------------------------------------------ --------- -------
<S> <C> <C>
Principal Stockholder:
Capital Group International, Inc. (1)........................ 4,524,930 8.27%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
J. & W. Seligman & Co., Inc. (2)............................. 6,491,910 11.87%
125 University Ave.
Palo Alto, CA 94301
Capital Research and Management Company (3).................. 3,351,000 6.12%
333 South Hope Street
Los Angeles, CA 90071
Directors and Nominees:
Carol A. Bartz............................................... 1,247,057 2.24%
Mark A. Bertelsen............................................ 63,441 *
Crawford W. Beveridge........................................ 72,399 *
J. Hallam Dawson............................................. 65,502 *
Per-Kristian Halvorsen....................................... 27,628 *
Paul S. Otellini............................................. 53,025 *
Mary Alice Taylor............................................ 68,744 *
Larry Wangberg............................................... 22,183 *
Other Named Officers:
Joseph H. Astroth............................................ 93,689 *
Steve Cakebread.............................................. 173,006 *
John G. Sanders.............................................. 159,073 *
Michael E. Sutton............................................ 160,528 *
All directors and executive officers as a group (15
persons).................................................... 2,351,879 4.14%
</TABLE>
--------
* Represents less than 1%.
6
<PAGE>
(1) Based on 13(g) as of February 28, 2001 filed March 8, 2001.
(2) Based on amended 13(g) as of January 31, 2001 filed February 9, 2001.
(3) Based on 13(g) as of December 29, 2000 filed February 9, 2001.
The number of shares shown as beneficially held includes options to purchase
shares of our common stock exercisable within 60 days of January 31, 2001, in
the following amounts: Ms. Bartz, 981,960 shares; Mr. Bertelsen, 60,000 shares;
Mr. Beveridge, 70,000 shares; Mr. Dawson, 60,000 shares; Dr. Halvorsen,
26,800 shares; Mr. Otellini, 50,000 shares; Ms. Taylor, 65,000 shares; Mr.
Wangberg, 20,000 shares; Mr. Astroth, 93,200 shares; Mr. Cakebread, 172,200
shares; Mr. Sanders, 157,900 shares; Mr. Sutton, 158,650 shares; and all
directors and executive officers as a group, 2,041,327 shares.
Executive Compensation
The following table sets forth the annual and long-term compensation of the
Named Officers for services to Autodesk in all capacities during the three
fiscal years ended January 31, 2001:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual ------------
Compensation Securities
Fiscal ----------------- Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Carol A. Bartz............... 2001 $783,000 $900,000 190,000 $ 54,542
Chairman of the Board, 2000 683,000 800,000 450,000 50,089
Chief Executive Officer and
President 1999 600,000 800,000 60,000 39,275
Joseph H. Astroth............ 2001 $298,333 $230,000 30,000 $ 12,134
Executive Vice President, 2000 268,750 185,000 120,000 15,505
Location Services Division 1999 225,000 175,000 30,000 3,275
Steve Cakebread.............. 2001 $308,334 $240,000 30,000 $ 4,113
Senior Vice President and 2000 293,000 190,000 110,000 3,275
Chief Financial Officer 1999 260,000 210,000 30,000 3,275
John G. Sanders.............. 2001 $290,000 $260,000 125,000 $ 4,113
Executive Vice President, 2000 223,885 150,000 103,000 3,275
Design Solutions Division 1999 200,000 115,000 60,000 2,900
Michael E. Sutton............ 2001 $360,000 $295,000 30,000 $ 7,589
Executive Vice President, 2000 407,000 240,000 110,000 251,446
Worldwide Field Organization 1999 290,000 240,000 180,000 26,400
</TABLE>
Amounts reported as All Other Compensation for fiscal year 2001 consist of:
. matching contributions by Autodesk to one of Autodesk's pre-tax savings
plans (Ms. Bartz $3,000, Mr. Astroth $3,000, Mr. Cakebread $3,000 and Mr.
Sanders $3,000);
. Autodesk contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Astroth $500, Mr. Cakebread $500, Mr. Sanders $500 and Mr.
Sutton $500);
. $36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses;
. organization dues (Ms. Bartz $15,042, Mr. Astroth $8,634, Mr. Cakebread
$613, Mr. Sanders $613 and Mr. Sutton $7,089).
7
<PAGE>
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. Astroth $2,775, Mr. Cakebread $2,775 and Mr.
Sanders $2,775);
. Autodesk contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Astroth $500, Mr. Cakebread $500, Mr. Sanders $500 and Mr.
Sutton $250);
. $36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses;
. $12,230 paid to Mr. Astroth 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 for organization dues.
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. Astroth $2,775, Mr. Cakebread $2,775 and Mr.
Sanders $2,400);
. Autodesk contributions to one of Autodesk's pre-tax plans (Ms. Bartz
$500, Mr. Astroth $500, Mr. Cakebread $500 and Mr. Sanders $500);
. $36,000 paid to Ms. Bartz for the purpose of reimbursing her for certain
transportation expenses;
. $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.
During fiscal 2001, certain of our officers and other employees purchased
shares of common stock in a partially owned subsidiary of Autodesk, RedSpark,
Inc. In the case of the Named Officers, John G. Sanders purchased 30,000
shares of common stock at the fair market value on the date of purchase.
During fiscal 2000, certain of our officers and other employees 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; Joseph H. Astroth,
50,000; Steve Cakebread, 50,000 shares; John G. Sanders, 20,000 and Michael E.
Sutton, 50,000. Such shares were purchased at the 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, 2001. The
percentage of total options granted to the Named Officers is based on the total
number of options granted during fiscal year 2001 which totaled 4,455,287.
The 5% and 10% assumed annual rates of appreciation are specified in SEC
rules and do not represent our estimate or projection of future stock price
growth. We do not necessarily agree that this method can properly determine the
value of an option.
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
------------------- Annual Rates of Share
% of Total Exercise Price Appreciation
Options Price For Option Term
Options Granted to Per Expiration ---------------------
Name Granted Employees Share Date 5% 10%
---- ------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Carol A. Bartz.......... 190,000 4.26% $29.688 9/14/10 $3,547,359 $8,989,704
Joseph H. Astroth....... 30,000 0.67% $29.688 9/14/10 $ 560,109 $1,419,427
Steve Cakebread......... 30,000 0.67% $29.688 9/14/10 $ 560,109 $1,419,427
John G. Sanders......... 75,000 $50.313 3/09/10 $2,373,118 $6,013,947
50,000 29.688 9/14/10 933,515 2,365,711
------- ---------- ----------
125,000 2.81% $3,306,633 $8,379,658
Michael E. Sutton....... 30,000 0.67% $29.688 9/14/10 $ 560,109 $1,419,427
</TABLE>
Option Exercises and Holdings
The following table sets forth, for each of the Named Officers, information
concerning stock options exercised during our 2001 fiscal year, and the number
of shares of our common stock subject to both exercisable and unexercisable
stock options as of January 31, 2001. 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 our
common stock as of January 31, 2001.
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 Year In-the-Money Options at
Shares End(#) Fiscal Year End
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carol A. Bartz.......... 593,040 $11,826,144 911,960 658,000 $13,406,885 $5,615,375
Joseph H. Astroth....... 61,333 1,014,829 73,200 129,400 412,950 945,675
Steve Cakebread......... -- -- 152,200 192,800 914,850 1,338,275
John G. Sanders......... 19,020 415,053 122,400 230,480 673,960 1,093,915
Michael E. Sutton....... 159,780 3,226,361 138,650 206,050 595,131 1,035,806
</TABLE>
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. During fiscal year 2001, the Compensation
Committee consisted of Crawford Beveridge, Chairman of the Compensation
Committee, Paul Otellini and Mark Bertelsen. The Compensation Committee is
responsible for establishing the policies and programs that determine the
compensation of our executive officers. The Compensation Committee sets base
cash compensation and bonus compensation on an annual basis for the Chief
Executive Officer and other executive officers of Autodesk and, in addition,
has exclusive authority to grant stock
9
<PAGE>
options to executive officers. The Compensation Committee considers both
internal data, including financial and non-financial corporate goals and
individual performance, as well as data from outside compensation consultants
and independent executive compensation data from comparable high technology
companies, in determining executive officers' compensation.
Compensation Philosophy
Autodesk 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 Autodesk, and the
dynamic and challenging high technology labor markets in which Autodesk
operates;
. independently assesses operating results on a regular basis in light of
our expected performance; and
. aligns pay incentives with the long-term interests of our stockholders.
The Compensation Committee's approach to executive compensation during the
fiscal year ended January 31, 2001 was influenced by the extreme volatility in
business and economic conditions during the last fiscal year, particularly in
high technology and Internet-oriented fields. These unsettled conditions
created challenges in attracting and retaining 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 Autodesk.
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 2001
were based on the achievement of these corporate and individual goals and
related contribution to our 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 2002 to continue this linkage between
the achievement of specific financial targets, corporate and individual goals
and the payment of incentive cash compensation to our officers and other
executives.
3. Equity-based incentive compensation has been provided to employees and
management through our stock incentive plans. Under these plans, officers and
employees are eligible to be granted stock options based on competitive market
data, as well as their responsibilities and position at Autodesk. These
options allow participants to purchase shares of our common stock at the
market price on the date of the grant, subject to vesting during the
participant's employment with Autodesk. Employees are also permitted to
purchase shares of our 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
10
<PAGE>
ownership and to create management incentives to improve stockholder value.
Our stock option plans utilize vesting periods to encourage employees and
executives to remain with Autodesk 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, 2001, 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 2001 was $800,000. 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 our success. In addition,
in determining incentive bonus compensation for the fiscal year ended January
31, 2001 and base compensation for fiscal year 2002, the Committee considered
Ms. Bartz's leadership in transitioning Autodesk to a business model necessary
for full realization of opportunities provided by the Internet, the successful
execution of Autodesk's fiscal year 2001 business plans, integration of
Autodesk's evolving business units and continued 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 $900,000 for fiscal year 2001. She received an increase in
base salary for fiscal year 2002 to $850,000. In recognition of her
contribution to Autodesk's performance, Ms. Bartz was granted options to buy
an aggregate of 190,000 shares of Autodesk stock during fiscal year 2001. We
believe it is critical to the Company's long-term success to continue to tie
our Chief Executive Officer's financial incentives to our 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 our other 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. We generally do
not provide executive perquisites such as club memberships. In fiscal year
1998, we introduced a Deferred Compensation Program for executives, which
Autodesk subsequently extended to other key employees.
Deductibility of Executive Compensation
Beginning in 1994, the Internal Revenue Code of 1986, as amended limited
the federal income tax deductibility of compensation paid to our 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. We may deduct
compensation with respect to any of these individuals only to the extent that
during any fiscal year such compensation does not exceed $1.0 million or meets
certain other conditions enabling it to be characterized as performance-based.
Considering our current compensation plans and policy, Autodesk and the
Compensation Committee believe that, for the near future, there is little risk
that we will lose any significant tax deduction relating to executive
compensation. If the deductibility of executive compensation becomes a
significant issue, our compensation plans and policy will be modified to
maximize deductibility if Autodesk and the Compensation Committee determine
that such action is in the best interests of Autodesk.
COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS
Crawford W. Beveridge, Chairman
Paul S. Otellini
Mark A. Bertelsen
11
<PAGE>
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was or is an officer or employee of
Autodesk or any of its subsidiaries. No interlocking relationship exists
between any member of our Compensation Committee and the compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.
Employment Contracts and Certain Transactions
In April 1992, Autodesk 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 Autodesk 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.
In accordance with SEC Rule 10b5-1, Ms. Bartz established a written plan
which provides for the exercise of certain options of the Company's common
stock and the automatic sale of the underlying shares of common stock in
accordance with specific guidelines.
Compliance with Section 16(a) of the Securities Exchange Act of 1934--
Beneficial Ownership Reporting Compliance
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.
To our knowledge, which is based solely on our review of copies of such
reports received by us or written representations from certain reporting
persons during fiscal 2001, all reporting persons complied with all applicable
filing requirements, except that Mr. Astroth's Form 4 reflecting the sale of
780 shares of common stock acquired under Autodesk's Employee Stock Purchase
Plan was filed late.
12
<PAGE>
Autodesk Stock Price Performance
The following graph shows a five-year comparison of cumulative total return
(equal to dividends plus stock appreciation) for our common stock, the
Standard & Poor's 500 Stock Index and the Chase Hambrecht & Quist Technology
Index. In past proxies, we included the performance of the Dow Jones Software
Index. During fiscal 2001, Dow Jones discontinued the Dow Jones Software
Index. Accordingly, we selected the Chase Hambrecht & Quist Technology Index
as the replacement.
[PERFORMANCE GRAPH APPEARS HERE]
CUMULATIVE TOTAL RETURN
-----------------------
01/31/96 01/31/97 01/31/98 01/31/99 01/31/00 01/31/01
-------- -------- -------- -------- -------- --------
Autodesk, Inc. (ADSK) 100 105 128 146 101 122
Chase Hambrecht &
Quist Technology
Index (H&Q) 100 135 152 253 474 365
Standard & Poor's 500
Stock Index (S&P) 100 124 154 201 219 215
Comparison of Five Year Cumulative Total Stockholder Return
Assumes $100 invested January 31, 1996 in Autodesk's stock, the Standard &
Poor's 500 Stock Index and the Chase Hambrecht & Quist Technology Index, with
reinvestment of all dividends. Total stockholder returns for prior periods are
not an indication of future investment returns.
13
<PAGE>
PROPOSAL TWO
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 Autodesk for the fiscal year ending January 31, 2002
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 our financial statements annually since the
fiscal year ended January 31, 1983. Audit services performed by Ernst & Young
LLP for fiscal 2001 consisted of the examination of our financial statements
and services related to filings with the SEC. Fees for fiscal 2001 were annual
audit $994,411, audit related services $354,404 and all other non-audit
services $968,647.
We expect a representative of Ernst & Young LLP to be present at the
meeting who will have the opportunity to make a statement if they desire to do
so and will 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
We know 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 17, 2001
14
<PAGE>
APPENDIX A
Audit Committee Charter
Purpose
Autodesk's Audit Committee is a subcommittee of the Board of Directors.
Committee members are appointed by and serve at the discretion of the Board of
Directors. The Audit Committee is established to assist the Board in
fulfilling its oversight responsibilities by reviewing the financial
reporting, the systems of internal controls, and the audit process; and by
monitoring compliance with applicable laws, regulations and policies.
Membership
The Audit Committee will consist of not less than three financially
literate members of the Board of Directors who meet the requirements of
independence as such term is defined for the purposes of service on an audit
committee by the NASDAQ. The Board of Directors will designate one member as
Chairperson and at least one member must have financial management expertise.
Members of the Audit Committee will serve until a replacement member is
appointed by the Board of Directors.
Meetings
The Audit Committee will generally meet five times each year coincident
with the timing of Board of Directors meetings and prior to the release of the
Company's annual fiscal year earnings. Each meeting will include an executive
session, which will allow the Audit Committee to maintain free and open
communications with the Company's independent auditors and internal audit
department.
Reporting
The Audit Committee will keep minutes summarizing each meeting and report
to the Board of Directors on its activities. If requested by the Board of
Directors, the Audit Committee may invite the independent auditors to attend
the full Board meeting to assist in reporting the results of their annual
audit and answer questions from other directors. Alternatively, the other
directors, particularly the other independent directors, may be invited to
attend the Audit Committee meeting during which the results of the annual
audit are reviewed or other Audit Committee meetings, as appropriate.
Responsibilities
The Audit Committee will:
1. Recommend to Autodesk's Board of Directors the selection, evaluation and
replacement of independent auditors.
2. Have a clear understanding with management and the independent auditors
that the independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors, as representatives of the Company's
stockholders.
3. Monitor the independence and objectivity of the independent auditors and
ensure that the Committee annually receives from the independent auditors the
required formal written statement on their independence.
4. Prior to the annual independent audit, review with the independent
auditors and financial management the scope of the independent audit and the
areas of audit emphasis.
5. Review with management and the independent auditors the financial
statements to be included in the Company's Annual Report on Form 10-K. Discuss
with the independent auditors their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity and completeness of the disclosures in the
financial statements.
A-1
<PAGE>
6. Discuss with management and the independent auditors the management
letter and response and any other matters required to be communicated to the
Audit Committee by the independent auditors.
7. Review the interim financial statements with management and the
independent auditors prior to the filing of the Company's quarterly report on
Form 10-Q and discuss the results of the quarterly review and any other
matters required to be communicated to the Audit Committee by the independent
auditors.
8. Approve the charter of the internal audit department and the annual
internal audit plan.
9. Review the results of internal audit's activities, including evaluation
of compliance with laws, regulations and Company policy.
10. Monitor actions taken to address matters noted in internal audit
reports and in management letters issued by the independent auditors.
11. Discuss and review Autodesk's key internal accounting control policies
and procedures and accounting policy changes.
12. Provide a forum for internal audit and the independent auditors to meet
in closed session with the Audit Committee.
13. Review the Company's plans and subsequent progress in addressing and
resolving significant operational or other issues as they may arise.
14. Review and reassess this charter at least annually and submit it to the
Board of Directors for approval.
15. Submit for inclusion in the Company's annual Proxy Statement the audit
committee disclosures required by the SEC and NASDAQ, including the Audit
Committee Report and the confirmation of the existence of a written charter
(and its publication at least every three years) and the independence of Audit
Committee members.
16. Review and investigate other matters within the scope of the Audit
Committee's duties, as deemed necessary.
A-2
<PAGE>
--------------------------------------------------------------------------------
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AUTODESK,INC.
2001 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 17, 2001, 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 2001 Annual Meeting of Stockholders of
AUTODESK, INC. to be held on June 21, 2001, 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
ratification of the appointment of Ernst & Young LLP as independent auditors for
the fiscal year ending January 31, 2002, 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>
--------------------------------------------------------------------------------
(continued from reverse side)
AUTODESK, INC.
PEASE MARK VOTE IN OVAL IN THE FOLLLOWING MANNER USING DARK INK ONLY [X]
1. ELECTION OF DIRECTORS
Nominees:01 Carol A.Bartz; 02 Mark A. Bertelsen; 03 Crawford W. Beveridge;
04 J. Hallam Dawson; 05 Per-Kristian Halvorsen; 06 Paul S. Otellini; 07 Mary
Alice Taylor; and 08 Larry Wangberg.
___________________________________
(Except nominee(s) written above.)
[_] FOR [_] WITHHELD [_] FOR ALL EXCEPT
2. Proposal to ratify the appointment of Ernst & Young as the independent
auditors of Autodesk, Inc. for the fiscal year ending January 31, 2002.
[_] FOR [_] AGAINST [_] ABSTAIN
(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 ________________________, 2001
____________________________________
Signature(s)
____________________________________
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE
ENCLOSED ENVELOPE.
</TEXT>
</DOCUMENT>