Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Autodesk 2022 Equity Incentive Plan



At the 2022 Annual Meeting of Stockholders of Autodesk, Inc. ("Autodesk" or the
"Company") held on June 16, 2022 (the "Annual Meeting"), the stockholders of
Autodesk voted on and approved the Autodesk 2022 Equity Incentive Plan (the
"2022 Plan").

The terms and conditions of the 2022 Plan are described in Autodesk's definitive proxy statement filed with the Securities and Exchange Commission on May 2, 2022. The 2022 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.



At its Annual Meeting, the Company elected the following ten individuals to its
Board of Directors (the "Board"). Each director will serve for the ensuing year
and until his or her successor is duly elected and qualified.
        Nominee           Votes For     Votes Against    Abstentions*   Broker Non-Votes*
Andrew Anagnost          177,727,667      1,361,095        124,176          13,562,755
Karen Blasing            178,270,754       807,080         135,104          13,562,755
Reid French              177,861,647      1,207,650        143,641          13,562,755
Dr. Ayanna Howard        178,277,615       808,038         127,285          13,562,755
Blake Irving             177,856,604      1,221,767        134,567          13,562,755
Mary T. McDowell         173,695,680      5,386,400        130,858          13,562,755
Stephen Milligan         178,260,415       817,436         135,087          13,562,755
Lorrie M. Norrington     166,023,920     13,060,702        128,316          13,562,755
Betsy Rafael             177,842,787      1,241,343        128,808          13,562,755
Stacy J. Smith           174,432,429      4,651,769        128,740          13,562,755


___________________

* Abstentions and broker non-votes do not affect the outcome of the election.



In addition, the following proposals were voted on and approved at the Annual
Meeting.
                                    Votes For              Votes Against             Abstentions            Broker Non-Votes
Proposal to ratify the
appointment of Ernst & Young
LLP as the Company's
independent registered
public
accounting firm for the
fiscal year ending January
31, 2023.                          178,059,423              14,631,508                 84,762                      NA
Proposal to approve, on a
non-binding advisory basis,
the compensation of the
Company's named executive
officers as described in the
proxy statement.*                  165,552,648              13,175,932                 484,358                 13,562,755
Proposal to approve the
Autodesk 2022 Equity
Incentive Plan.                    166,982,594              12,127,997                 102,347                 13,562,755


___________________

* Broker non-votes do not affect the outcome of voting on this proposal.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No. Description
10.1   Autodesk, Inc. 2022 Equity Incentive Plan
10.2     Autodesk, Inc. 2022 Equity Incentive Plan Form of Global RSU
Agreement

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