Autodesk 2006 Annual Report Download - page 67

Download and view the complete annual report

Please find page 67 of the 2006 Autodesk annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 144

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144

awarded CCC $90 million in damages. The Defendants are appealing the verdict, as are the plaintiffs, who are
seeking additional damages. If, after all appeals have been exhausted, the existing verdict stands and is
enforceable in the United States, Autodesk would be responsible for approximately $10 million of the judgment.
Based on the facts and circumstances of this case known at this time, we believe the ultimate resolution of this
matter will not have a material effect on Autodesk’s financial position, results of operations or cash flows.
However, it is possible that an unfavorable resolution of this matter could occur and materially affect our future
results of operations, cash flows or financial position in a particular period.
In addition, we are involved in legal proceedings from time to time arising from the normal course of business
activities including claims of alleged infringement of intellectual property rights, commercial, employment, piracy
prosecution and other matters. In our opinion, resolution of pending matters is not expected to have a material
adverse impact on our consolidated results of operations, cash flows or our financial position. However, it is
possible that an unfavorable resolution of one or more such proceedings could in the future materially affect
our future results of operations, cash flows or financial position in a particular period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our Special Meeting of Stockholders held on November 10, 2005, the following proposals were approved
by the stockholders.
Affirmative
Votes
Negative
Votes
Votes
Withheld
Broker
Non-Votes
1. Proposal to approve Autodesk’s 2006
Employee Stock Plan and the reservation
of 9.65 million shares of Autodesk’s
common stock for issuance thereunder . . . 142,438,789 33,580,192 1,294,605 —
2. Proposal to approve amendments to
Autodesk 2000 Directors’ Plan, including
the reservation of an additional 750,000
shares of Autodesk’s common stock for
issuance thereunder ...................... 136,938,829 39,069,517 1,305,240 —
EXECUTIVE OFFICERS OF THE REGISTRANT
On January 17, 2006, Autodesk announced that Carl Bass will become Chief Executive Officer and President,
effective May 1, 2006. Carl Bass has also been appointed to Autodesk’s expanded Board of Directors, effective
January 17, 2006. Carol A. Bartz, Autodesk’s current Chairman of the Board, Chief Executive Officer and President,
will become Executive Chairman of the Board effective May 1, 2006. On May 1, 2006, the position of Chief
Operating Officer will be eliminated.
In addition, Marcia Sterling will retire from serving as Autodesk’s Senior Vice President, General Counsel
and Secretary effective March 31, 2006. Pascal W. Di Fronzo, Vice President, Assistant General Counsel and
Assistant Secretary, will become Vice President, General Counsel and Secretary.
The following sets forth certain information as of January 31, 2006 regarding our executive officers.
Name Age Position
Carol A. Bartz .............. 57 Chairman of the Board, Chief Executive Officer and President
Carl Bass ................... 48 Chief Operating Officer
George M. Bado ............ 51 SeniorVice President, Worldwide Sales and Consulting
Jan Becker .................. 52 Senior Vice President, Human Resources and Corporate Real Estate
Alfred J. Castino ............ 53 Senior Vice President and Chief Financial Officer
Marcia K. Sterling ........... 62 Senior Vice President, General Counsel and Secretary
Carol A. Bartz joined Autodesk in April 1992 and serves as Chairman of the Board, Chief Executive Officer
and President. Ms. Bartz is a director of Cisco Systems, Inc., Network Appliance, Inc. and BEA Systems, Inc. Prior
2006 Annual Report
21