Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.


On March 17, 2020, the Board of Directors (the "Board") of Autodesk, Inc. (the "Company") amended and restated the Company's Bylaws effective immediately. The Bylaws were amended and restated, among other things, to:



  • Include a proxy access bylaw in Section 2.05(d);


  • Include a forum selection bylaw in Section 8.12;


     •  Update various aspects of the advance notice and stockholder meeting
        provisions in Article II;


     •  Update various sections regarding directors, board committees and officers
        in Articles III, IV and V; and


     •  Make various updates throughout to conform to current Delaware law and to
        make ministerial changes, clarifications, and other conforming revisions.

The foregoing description of the amendment and restatement of the Bylaws is not complete and is qualified in its entirety by the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.           Description

   3.1             Amended and Restated Bylaws

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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