Autodesk 2015 Annual Report Download - page 13

2015 Proxy Statement 7
2012 Employee Plan and Equity Compensation at Autodesk
Q: Why is Autodesk asking stockholders to approve an amendment to the 2012 Employee Plan?
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A: We are asking stockholders to approve an amendment to increase the number of shares reserved for issuance under the 2012
Employee Plan by 12.5 million shares. As further described in Proposal Four, we are seeking stockholder approval so that we
can continue to use the 2012 Employee Plan to achieve Autodesk’s employee performance, recruiting and retention goals.
Q: Why is Autodesk asking stockholders to approve an amendment to the 2012 Employee Plan at this time?
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A: We are asking that our stockholders add 12.5 million shares to the 2012 Employee Plan. Based on the number of awards
granted in each of fiscal 2013, 2014 and 2015, the pool of shares available to grant will be depleted in the second half of fiscal
2017. Rather than waiting until the 2016 Annual Meeting of Stockholders, which will be held in the middle of fiscal 2017, we
are seeking approval of the amendment to the 2012 Employee Plan at the 2015 Annual Meeting of Stockholders to allow us to
plan accordingly.
Q: Does this amendment change Autodesk’s equity grant practices?
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A: This amendment will not change Autodesk’s equity grant practices. Autodesk will continue to keep annual grants within the
“gross burn rate” (as defined below) limit approved by the Board, which is currently not to exceed 4% of outstanding shares of
Common Stock (excluding shares issued in corporate acquisitions and shares issued to newly appointed senior executives).
Q: What are Autodesk’s equity grant levels?
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A: The Board is committed to maintaining a reasonable annual equity grant rate. We measure the level of equity grants by
comparing the total number of shares subject to equity awards granted during the fiscal year to the total weighted-average
number of shares outstanding during the period (the “gross burn rate”). This formula adjusts for the fungible nature of our full
value shares (where each restricted stock unit or performance stock unit granted is counted as 1.79 shares). For the periods
mentioned below, our gross burn rate has been:
Fiscal Year Ended
2015 2014 2013
Gross Burn Rate 3.5 % 3.3 % 3.2 %
Q: What is Autodesk’s overhang?
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A: Autodesk is committed to maintaining a reasonable equity overhang amount. For the periods mentioned below, our overhang
has been:
Proxy Materials