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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
[X] Definitive Proxy Statement Commission Only
[_] Definitive Additional Materials (as permittedPermitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to
Section 240.14a-11(c)ss240.14a-11(c) or Section 240.14a-12ss240.14a-12
AUTODESK, INC.
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(Name of Registrant as Specified In Its Charter)
-Enter Company Name Here-
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(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(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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Notes:
[LOGO OF AUTODESK APPEARS HERE]
May 22, 199825, 1999
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk's 19981999 Annual Meeting of
Stockholders to be held on Thursday, June 25, 199824, 1999 at 2:00 p.m., local time.
The meeting will be held at theThe Embassy Suites Hotel, 101 McInnis Parkway, San
Rafael, California.
At the Annual Meeting, you will be asked to elect seven directors and to
ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the 19992000 fiscal year.
We hope you will be able to attend this year's Annual Meeting. We will
report to the stockholders on fiscal year 1998,1999 and our recent acquisition of
Discreet Logic, as well as 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
Chief Executive Officer and Chairman
of the Board
AUTODESK, INC.
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NOTICE OF 19981999 ANNUAL MEETING OF STOCKHOLDERS
JUNE 25, 1998June 24, 1999
TO THE STOCKHOLDERS OF AUTODESK, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Autodesk,
Inc. ("Autodesk" or the "Company"), a Delaware corporation, will be held on
Thursday, June 25, 199824, 1999 at 2:00 p.m., local time, at theThe 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 ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending January 31, 1999.2000.
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 15, 199817, 1999 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.proxy.
FOR THE BOARD OF DIRECTORS
/s/ Marcia K. Sterling
Marcia K. Sterling
Vice President, Business Development,
General Counsel and Secretary
San Rafael, California
May 22, 199825, 1999
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.
AUTODESK, INC.
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PROXY STATEMENT FOR 19981999 ANNUAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Autodesk, Inc. (the "Company") for use at the Company's 1998 Annual Meeting of
Stockholders ("Annual Meeting") to be held Thursday, June 25, 199824, 1999 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 theThe Embassy Suites Hotel, 101
McInnis Parkway, San Rafael, California. This Annual Meeting is the first to
be held subsequent to the March 1999 business combination between the Company
and Discreet Logic Inc. (the "Combination"). As a result of 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 22, 199825, 1999 to
all stockholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
StockholdersVoting and Solicitation
Every holder of recordshares 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.
Pursuant to 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"). Pursuant to 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 closeAnnual Meeting. Holders of business onCommon 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 $3,000, 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. Proxies also may be solicited by certain
of the Company's directors, officers and employees, without additional
compensation, personally or by telephone, telegram, letter, e-mail or
facsimile.
Record Date and Shares Outstanding
The Board of Directors has fixed May 15, 199817, 1999 as the record date (the
"Record Date") arefor determining stockholders entitled to notice of, and to vote at the Annual
Meeting. AtOnly stockholders of record as of the close of business on the Record
Date 47,047,581are entitled to vote at the Annual Meeting. As of the Record Date, there
were 58,928,374 shares of the Company's Common Stock were issued and outstanding and entitled to vote at the
meeting.
REVOCABILITY OF PROXIESAnnual Meeting and 1,813,604 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 60,741,978 shares
outstanding and entitled to vote at the Annual Meeting (all shares being
entitled to vote are referred to herein as "Shares" and all holders thereof
being referred to as "Stockholders" of the Company).
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.
VOTING AND SOLICITATION
Every stockholder voting for the election of directors is entitled to one
vote for each share held. Stockholders do not have the right to cumulate their
votes in the election of directors. On all other matters each share is
likewise entitled to one vote on each proposal or item that comes before the
Annual Meeting.
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 $2,000, 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. Proxies also may be solicited
by certain of the Company's directors, officers and employees, without
additional compensation, personally or by telephone, telegram, letter, e-mail
or facsimile.
QUORUM; ABSTENTIONS; BROKER NON-VOTESQuorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common StockShares 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, 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 PROPOSALSDeadline for Receipt of Stockholder Proposals
Proposals of stockholders of the CompanyStockholders which are intended to be presented by such
stockholdersStockholders at the Company's 19992000 Annual Meeting must be received by the
Secretary of the Company no later than January 22, 199925, 2000 in order to be
included in the proxy soliciting materials relating to that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEESNominees
A board of seven 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
seven nominees named below, all of whom are presently directors of the
Company. 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.
2
The name of and certain information regarding each nominee is set forth
below.
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
------------------------Director
Name of Nominee Age Principal Occupation Since
---------------------- --- ---------------------------------------------------------------------------- --------
Carol A. Bartz.......... 49Bartz........ 50 Chief Executive Officer and Chairman of 1992
of
the Board of the Company
Mark A. Bertelsen....... 54Bertelsen..... 55 Senior Partner, Wilson Sonsini Goodrich 1992
Goodrich
& Rosati, Professional Corporation,
attorneys at law
Crawford W. Beveridge... 52Beveridge. 53 Chief Executive Officer, Scottish 1993
Enterprise
J. Hallam Dawson........ 61Dawson...... 62 Chairman, IDI Associates 1988
Paul S. Otellini........ 47Otellini...... 48 Executive Vice President and General 1997
Manager, Intel Architecture Business
Group, Intel Corporation
Mary Alice Taylor....... 48Taylor..... 49 Corporate Executive Vice President, 1995
Global Operations and Technology,
CitiCorp
Morton Topfer........... 61Topfer......... 62 Vice Chairman, Dell Computer Corporation 1995
Corporation
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 Chief Executive
Officer and Chairman of the Board. Ms. Bartz served as President of the
Company from May 1992 through September 1996. Ms. Bartz is a director of
AirTouch Communications, Inc., Cadence Design Systems, Inc., Cisco Systems,
Inc., Network Appliance, Inc. and BEA Systems, Inc.
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 the Chief Executive Officer of Scottish
Enterprise, an economic development company, since January 1991. Mr. Beveridge
is a director of U.S. Smaller Companies Investment Trust and Clydeport plc.
Mr. Dawson has served since September 1986 as Chairman of IDI Associates, a
private investment bank specializing in Latin America.
2
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 Executive Vice President of Global Operations and
Technology for CitiCorp since January 1997. Ms. Taylor served as Senior Vice
President of Federal Express Corporation from September 1991 until December
1996. Ms. Taylor is a director of Dell Computer Corporation, Perrigo, Inc. and
Allstate Insurance, Inc.
Mr. Topfer has served as Vice Chairman of Dell Computer Corporation since
June 1994. From March 1971 to June 1994, Mr. Topfer was the Executive Vice
President of Motorola, Inc.
BOARD MEETINGS AND COMMITTEESBoard 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 (5)eight meetings during the fiscal year ended
January 31, 1998.1999. 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.
3
The Audit Committee consists of directors J. Hallam Dawson (Chairman), Mark
Bertelsen and Mary Alice Taylor. 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 (4) meetings during fiscal year 1998.1999.
The Compensation Committee consists of directors Crawford Beveridge
(Chairman), Morton Topfer and Paul Otellini. 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 1990 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 four (4) meetings during fiscal year
1998.1999.
The Nominating Committee consists of directors Morton Topfer (Chairman),
Carol Bartz, Crawford Beveridge and Crawford Beveridge.Paul 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 DIRECTORSCompensation of Directors
The Company pays an annual fee of $25,000 to each director who is not an
employee of or consultant to the Company (currently six 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 Board or Board Committee meetings
attended.
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.
34
MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity 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 May 15, 1998the Record Date (i) by each
person who is known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock, (ii) by each of the Company's directors,
(iii) 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, 19981999 (collectively,
the "Named Officers") and (iv) by all directors and executive officers who
served as directors or executive officers at January 31, 19981999 as a group.
SHARES BENEFICIALLY OWNED
DIRECTORS, OFFICERS AND FIVE PERCENTShares Beneficially Owned
----------------------------
Directors, Officers and Five Percent (5%)
----------------------------
STOCKHOLDERS NUMBER(1) PERCENT(2)Stockholder Number(1) Percent(2)
- ----------------------------------------- -------------- -------------
PRINCIPAL STOCKHOLDERS:Principal Stockholder:(3)
J.P. MorganCapital Group International, Inc................. 6,607,000 10.88%
11100 Santa Monica Boulevard
15th Floor
Los Angeles, CA 90025-3384
Research and Management Company.................. 5,951,900 9.80%
333 South Hope Street
Los Angeles, CA 90071
J. & W. Seligman & Co. Incorporated................... 4,966,835 10.56%
525 Fifth, Inc...................... 4,409,204 7.26%
125 University Ave.
Palo Alto, CA 94301
Jennison Associates LLC.......................... 4,264,000 7.02%
466 Lexington Avenue
New York, NY 10036
American Century Companies, Inc.................. 2,756,400 5.86%
Twentieth Century Tower
4500 Main Street
Kansas City, MO 64111
DIRECTORS:10017
Directors:
Carol A. Bartz(4)................................ 1,104,937 2.29%1,246,352 2.01%
Mark A. Bertelsen(5)............................. 23,79144,457 *
Crawford W. Beveridge(6)......................... 35,98651,269 *
J. Hallam Dawson(7).............................. 55,87763,243 *
Paul S. Otellini................................. -- --Otellini(8).............................. 30,766 *
Mary Alice Taylor(8)Taylor(9)............................. 24,89246,808 *
Morton Topfer(9)................................. 27,127Topfer(10)................................ 59,043 *
OTHER NAMED OFFICERS:Other Named Officers:
Eric B. Herr(10)Herr(11)................................. 243,937213,352 *
Dominic J. Gallello(11)Gallello(12).......................... 235,015296,330 *
Godfrey R. Sullivan(12)Sullivan(13).......................... 175,698245,178 *
Michael E. Sutton(13)Sutton(14)............................ 148,080208,595 *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
(20 PERSONS)(14)All directors and executive officers as a group
(16 persons)(15):................................ 2,811,972 5.65%3,086,860 4.84%
- --------
* Represents less than 1% of the outstanding shares.
(1) 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 sixty
days of May 15, 1998,17, 1999, through the exercise of any stock option, exchange
of Exchangeable Shares or other right. Unless otherwise indicated in the
footnotes, 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.
(2) Number of shares deemed outstanding includes 47,047,58160,741,978 outstanding as of
May 15, 1998,17, 1999, plus any shares subject to stock options held by the person
or persons in question that are exercisable within 60 days of May 15,
1998.17,
1999.
5
(3) This information was obtained from filings made with the SEC pursuant to
Sections 13(d) or 13(g) of the Exchange Act.
(4) Includes options to purchase 1,100,0001,240,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.
4
17, 1999.
(5) Includes options to purchase 23,43243,332 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(6) Includes options to purchase 35,10050,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(7) Includes options to purchase 53,40060,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(8) Includes options to purchase 23,85030,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(9) Includes options to purchase 23,85045,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(10) Includes options to purchase 239,00045,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(11) Includes options to purchase 230,200197,000 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(12) Includes options to purchase 170,800290,100 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(13) Includes options to purchase 148,080224,400 shares of Common Stock exercisable
within 60 days of May 15, 1998.17, 1999.
(14) Includes options to purchase 2,731,386206,280 shares of Common Stock exercisable
within 60 days of May 15, 1998.
EXECUTIVE COMPENSATION17, 1999.
(15) Includes options to purchase 2,985,131 shares of Common Stock exercisable
within 60 days of May 17, 1999.
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, 1998:
SUMMARY COMPENSATION TABLE1999:
Summary Compensation Table
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDSLong Term
Annual Compensation
Compensation Awards
----------------- ------------
SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS(1) OPTIONS(#) COMPENSATION(2)
------------------Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary Bonus(1) Options(#) Compensation(2)
--------------------------- ------ -------- -------- ------------ ---------------
Carol A. Bartz........... 1998 $515,000 $490,125 --Bartz........................... 1999 $600,000 $800,000 60,000 $ 39,00039,275
Chairman of the Board and 1998 515,000 490,125 -- 39,000
Chief Executive Officer 1997 515,000 -- 560,000 39,000
and Chief Executive 1996 475,000 229,284 -- 38,500
Officer
Eric B. Herr............. 1998 $320,000 $260,000 --Herr............................. 1999 $400,000 $420,000 45,000 $ 3,0003,275
President and Chief Operating 1998 320,000 260,000 -- 3,000
Officer 1997 320,000 -- 280,000 3,000
Operating Officer 1996 310,000 124,926 -- 2,500
Dominic J. Gallello......Gallello...................... 1999 $320,000 $250,000 30,000 $ 3,275
Vice President, Mechanical CAD 1998 $275,000 $173,125275,000 173,125 -- $ 13,576
Vice President,Market Group 1997 275,000 -- 210,000 3,000
Mechanical CAD 1996 250,000 125,500 20,000 2,500
Market Group
Godfrey R. Sullivan...... 1998 $260,000 $173,750 --Sullivan...................... 1999 $315,000 $240,000 30,000 $ 3,0006,967
Vice President, Personal Solutions 1998 260,000 173,750 -- 3,000
Group 1997 260,000 -- 191,000 3,000
Solutions Group 1996 260,000 104,858 20,000 2,500
Michael E. Sutton........Sutton........................ 1999 $290,000 $240,000 180,000 $ 26,400
Vice President, 1998 $250,000 $160,000250,000 160,000 -- $139,135
Vice President,139,135
Worldwide Field Organization 1997 250,000 -- 70,000 179,241
Europe/Middle 1996 222,500 89,806 20,000 99,000
East/Africa
- --------
(1) Represents incentive bonuses for achievement of corporate, individual and
organizational objectives in fiscal years 19961999 and 1998.
(2) Amounts reported for fiscal year 1999 consist of: (i) matching
contributions by Autodesk to one of Autodesk's pre-tax savings plans (Ms.
Bartz $2,775, Mr. Herr $2,775, Mr. Gallello $2,775 and Mr. Sullivan
$2,775); (ii) Autodesk contributions to one of Autodesk's pre-tax plans
(Ms. Bartz $500, Mr. Herr $500,
6
Mr. Gallello $500 and Mr. Sullivan $500); (iii) $36,000 paid to Ms. Bartz
for the purpose of reimbursing her for certain transportation expenses;
(iv) $3,692 paid to Mr. Sullivan for vacation cashout; (v) $3,200 paid by
Autodesk for health insurance premiums on behalf of Mr. Sutton; and (vi)
$23,200 paid by Autodesk into an employee retirement fund on behalf of Mr.
Sutton. Amounts reported for fiscal year 1998 consist of: (i) matching
contributions by the CompanyAutodesk to one of Autodesk's pre-tax savings plans (Ms.
Bartz $2,500, Mr. Herr $2,500, Mr. Gallello $2,500 and Mr. Sullivan
$2,500); (ii) Autodesk contributions to one of the Company'sAutodesk's pre-tax plans
(Ms. Bartz $500, Mr. Herr $500, Mr. Gallello $500 and Mr. Sullivan $500);
(iii) $36,000 paid to Ms. Bartz for the purpose of reimbursing her for
certain transportation expenses; (iv) $10,576 paid to Mr. Gallello for
vacation cashout; (v) $100,000 paid to Mr. Sutton as a cost of living
adjustment related to his location in Switzerland; (vi) $3,621 paid by
5
the CompanyAutodesk for health insurance premiums on behalf of Mr. Sutton; and (vii)
$35,514 paid by the CompanyAutodesk into an employee retirement fund on behalf of Mr.
Sutton. Amounts reported for fiscal year 1997 consist of: (i) matching
contributions by Autodesk to one of the Company'sAutodesk's pre-tax savings plans (Ms.
Bartz $2,500, Mr. Herr $2,500, Mr. Gallello $2,500 and Mr. Sullivan
$2,500); (ii) Autodesk contributions to one of the Company'sAutodesk's pre-tax plans
(Ms. Bartz $500, Mr. Herr $500, Mr. Gallello $500 and Mr. Sullivan $500);
(iii) $36,000 paid to Ms. Bartz for the purpose of reimbursing her for
certain transportation expenses; (iv) $100,000 paid to Mr. Sutton as a cost
of living adjustment related to his location in Switzerland; (v) $3,104
paid by the CompanyAutodesk for health insurance premiums on behalf of Mr. Sutton; and
(vi) $76,137 paid by the CompanyAutodesk into an employee retirement fund on behalf of
Mr. Sutton.
Amounts reported for
fiscal year 1996 consist of: (i) matching contributions by Autodesk to one
of the Company's pre-tax savings plans (Ms. Bartz $2,000, Mr. Herr $2,000,
Mr. Gallello $2,000 and Mr. Sullivan $2,000; (ii) Autodesk contributions to
one of the Company's pre-tax plans (Ms. Bartz $500, Mr. Herr $500, Mr.
Gallello $500 and Mr. Sullivan $500); (iii) $36,000 paid to Ms. Bartz for
the purpose of reimbursing her for certain transportation expenses; and
(iv) $99,000 paid to Mr. Sutton as a cost of living adjustment related to
his locationOption Grants in Switzerland.
OPTION GRANTSLast Fiscal Year
The Company did not grant anyfollowing table sets forth information regarding stock options to purchase shares of its Common Stockgranted
to the Named Officers during the fiscal year ended January 31, 1998.1999:
Potential Realizable
Individual Grants Value at Assumed
----------------------------------------- Annual Rates of Share
% of Total Price Appreciation For
Options Exercise Option Term(2)
Options Granted to Price Expiration ----------------------
Name Granted Employees(1) Per Share Date 5%($) 10%($)
- ---- ------- ------------ --------- ---------- ---------- -----------
Carol A. Bartz.......... 30,000 47.625 3/18/08 $ 898,533 $ 2,277,060
30,000 43.125 3/31/08 $ 813,632 $ 2,061,904
------- ---------- -----------
60,000 1.96% $1,712,165 $ 4,338,964
Eric B. Herr............ 22,500 47.625 3/18/08 $ 673,900 $ 1,707,795
22,500 43.125 3/31/08 $ 610,224 $ 1,546,428
------- ---------- -----------
45,000 1.47% $1,284,124 $ 3,254,223
Dominic J. Gallello..... 15,000 47.625 3/18/08 $ 449,267 $ 1,138,530
15,000 43.125 3/31/08 $ 406,816 $ 1,030,952
------- ---------- -----------
30,000 .98% $ 856,083 $ 2,169,482
Godfrey R. Sullivan..... 15,000 47.625 3/18/08 $ 449,267 $ 1,138,530
15,000 43.125 3/31/08 $ 406,816 $ 1,030,952
------- ---------- -----------
30,000 .98% $ 856,083 $ 2,169,482
Michael E. Sutton....... 15,000 47.625 3/18/08 $ 449,267 $ 1,138,530
15,000 43.125 3/31/08 $ 406,816 $ 1,030,952
125,000 39.188 6/25/08 $3,080,601 $ 7,806,848
25,000 24.75 9/10/08 $ 389,129 $ 986,128
------- ---------- -----------
180,000 5.88% $4,325,813 $10,962,458
- --------
(1) The total number of options granted to all employees during fiscal year 19981999 was 3,227,808.
OPTION EXERCISES AND HOLDINGS3,061,238.
7
(2) 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.
Option Exercises and Holdings
The following table sets forth, for each of the Named Officers, certain
information concerning stock options exercised during the Company's 19981999
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, 1998.1999. 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, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES1999.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR END(#) FISCAL YEAR END
ACQUIRED ON VALUENumber of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Shares Year End(#) Fiscal Year End
Acquired on Value ------------------------- -------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLEName Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ----------- ------------------- ----------- ------------- ----------- -------------
Carol A. Bartz.......... 300,000 $7,217,376 1,080,000 440,000 $24,032,500 $6,285,000-- -- 1,200,000 380,000 32,300,600 6,401,440
Eric B. Herr............ 225,000 $5,937,344 199,000 206,000 $ 3,190,125 $1,320,500125,000 3,064,500 147,000 178,000 2,026,261 1,410,464
Dominic J. Gallello..... -- -- 203,334 206,666 $ 2,431,251 $2,169,999260,200 179,800 4,400,593 2,445,877
Godfrey R. Sullivan..... 120,000 $2,077,877 150,334 190,666 $ 1,924,876 $2,002,249-- -- 200,800 170,200 3,504,700 2,283,798
Michael E. Sutton....... 30,000 $ 382,500 86,694 97,786 $ 885,771 $1,087,339-- -- 148,080 216,400 2,366,429 1,708,346
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORSReport of the Compensation Committee of the Board of Directors
The Compensation Committee of the Board of Directors (the "Compensation
Committee") is currently comprised of three non-employee directors. The
Compensation Committee is responsible for establishing the policies and
programs which determine the compensation of Autodesk's 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 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 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.
6
Compensation Philosophy
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 corporate performance,
. Establishes pay opportunities that are competitive based on prevailing
practices for the industry, the stage of growth of the Company, and the
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.
8
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 (San
Francisco Bay Area), 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. The formula for incentive
bonuses for fiscal year 19981999 was based on the achievement of certain revenue
growth and operating margin targets, together with the attainment of corporate
goals. It is the intention of the Compensation Committee in fiscal year 19992000
to continue this linkage between the achievement of specific financial targets
and corporate goals, and the payment of incentive cash compensation, for
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 position in the Company. These options allow participants
to purchase shares of Autodesk stockCommon 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.
Chief Executive Officer Compensation
In determining MsMs. Bartz's compensation for the fiscal year ended January
31, 1998,1999, 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 individual objectives for the fiscal year. As Ms.
Bartz did not receive a base salary increase for fiscal year 1998, herBartz's annual base compensation for fiscal year 19981999 was the same as her salary for fiscal
year 1997, or $515,000.$600,000. Like other
executive officers, Ms. Bartz was eligible to receive an incentive bonus
determined on the basis of (i) the Company's revenue growth and operating
margin and (ii) the achievement of specific corporate goals. Ms. Bartz
received a bonus of $490,125$800,000 for fiscal year 1998.1999. She received an increase in
base salary for fiscal year 19992000 to $600,000.$700,000. Ms. Bartz was granted an option
to buy 60,000 shares of Autodesk stock in March 1998. We believe it is
critical to the Company's long-term success to continue to tie the Chief
Executive Officer's incentive to the Company's performance and to align
individual financial interests more closely with those of stockholders.
7
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.
9
Deductibility of Executive Compensation
TheBeginning in 1994, the Internal Revenue Code of 1986, as amended (the
"Code"), limits limited the federal income tax deductibility of compensation paid to
the Company's chief executive officer 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 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
Morton Topfer
Paul S. Otellini
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCompensation 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 TRANSACTIONSEmployment Contracts and Certain Transactions
In April 1992, the Company entered into an agreement with Carol A. Bartz
which provides among other things,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 SECTIONCompliance with Section 16(a) OF THE SECURITIES EXCHANGE ACT OFof 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
Securities and Exchange Commission (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.
8
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, 1998, except that shares received by the following officers under
the Company's Employee Qualified1999.
10
Company Stock Purchase Plan in March 1996 were
reported on Form 5 statements at the end of fiscal year 1998: Carol Bartz,
James D'Arezzo, Dominic Gallello, Eric Herr, Stephen McMahon, Godfrey Sullivan
and Michael Sutton.
COMPANY STOCK PRICE PERFORMANCEPrice 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*
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG AUTODESK, S&P 500 INDEX AND PEER GROUP
PERFORMANCEComparison of Five Year Cumulative Total Stockholder Return
[PERFORMANCE GRAPH APPEARS HEREHERE]
Measurement Period S&P DOW JONES
(Fiscal Year Covered) AUTODESK, INC. 500 INDEX SOFTWARE INDEX
(DISI)
- ------------------- --------------------------------- -------------- --------- -----------------------------------
Measurement
Pt-29/JAN/9394 $100 $100 $100
FYE 31/JAN/94 $110 $113 $109
FYE 31/JAN/95 $142 $113 $134$129 $101 $123
FYE 31/JAN/96 $131 $157 $202$119 $140 $185
FYE 31/JAN/97 $138 $199 $284$125 $177 $261
FYE 31/JAN/98 $169 $252 $369$154 $225 $339
FYE 31/JAN/99 $177 $299 $682
- --------
*Assumes* Assumes $100 invested January 31, 19931994 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.
911
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 the Company for the fiscal year ending January 31,
19992000 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.
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 22, 1998
1025, 1999
- -------------------------------------------------------------------------------
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF AUTODESK, INC.
19981999 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 22, 1998,25, 1999, and hereby appoints Carol A. Bartz and
Marcia K. Sterling, or either of them, proxies and attorneys-in-fact, with full
power ofto each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned atin the 19981999 Annual Meeting of Stockholders of
AUTODESK, INC. to be held on June 25, 1998,24, 1999, at 2:00 p.m., at theThe 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 itemsItems 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, 1999,2000, 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.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(continued from reverse side)
AUTODESK, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
[ ]
1. ELECTION OF DIRECTORS- Nominees:For All
Nominees; Carol A.Bartz;A. Bartz; Mark A. Bertelsen;Bartelsen; For Withheld Except
Crawford W. Beveridge; J. HallamHaltam Dawson; [_] [_] [_]
Paul S. Otellini; Mary Alice Taylor; and
Morton Topler.Topfer.
----------------------------------
(Except nominee(s) written above)
FOR ALL
FOR WITHHELD EXCEPT
[_] [_] [_]above.)
2. Proposal to ratify the appointment of For Withheld Against
Ernst & Young LLP as the Independentindependent [_] [_] [_]
auditors of Autodesk, Inc. for the fiscal
year ending January 31, 1999.
FOR WITHHELD ABSTAIN
[_] [_] [_]2000.
(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 , 1998
----------------------------
----------------------------------------_______________________, 1999
___________________________________
Signature(s)
----------------------------------------
- --------------------------------------------------------------------------------___________________________________