Autodesk announced the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Shareholders approved an amendment to the company's Certificate of Incorporation to limit the liability of corporate officers and elected all eleven director nominees. A stockholder proposal to amend the special meeting right was not approved.
Key Details
- Officer Exculpation: An amendment to the Certificate of Incorporation was approved to provide for officer exculpation, limiting personal liability for monetary damages for certain breaches of fiduciary duty as permitted by Delaware law. The amendment was filed and effective on June 17, 2026.
- Voting Results: All eleven director nominees were elected to the Board of Directors. Shareholders also ratified the appointment of Ernst & Young LLP as the independent auditor and approved the advisory vote on executive compensation.
- Stockholder Proposal: A stockholder proposal requesting an amendment to the stockholder right to call a special meeting failed to pass, receiving approximately 90.2 million votes against versus 82.0 million votes for.