Autodesk 2015 Annual Report Download - page 28

2015 P r oxy Statemen t 22
PROPOSAL FOUR - APPROVAL OF AN AMENDMENT TO THE 2012 EMPLOYEE
STOCK PLAN
Background and Purpose
We provide equity compensation to our employees as an incentive to increase long-term stockholder value. Our equity program
is broad-based in that all employees, where legally allowed, are eligible to receive stock grants. During fiscal 2015,
approximately 39% of our eligible employees received an equity award grant.
The purposes of the 2012 Employee Plan are to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to our employees, and to promote the success of our business. We believe that
equity awards should be a key part of employee compensation, that equity awards encourage employees to run the business
with a focus on drivers of stockholder value, and that equity awards enable us to compete effectively for the best talent in the
software industry.
We are asking you to approve the amendment to the 2012 Employee Plan to increase the number of shares reserved for issuance
by 12.5 million shares. As further described below, we are seeking your approval so that we can continue to use the 2012
Employee Plan to achieve Autodesk’s employee performance, recruiting and retention goals. The Board adopted, subject to
stockholder approval, the amendment to the 2012 Employee Plan on March 12, 2015. In its determination to approve the
requested share increase amount, the Board considered: (1) projected future equity needs based on past equity grant practices,
(2) compensation consultant advice and (3) our objective to manage our burn rate so that we stay within our Board-established
burn rate limit and guidelines published by a major stockholder advisory group. See “Stock Subject to the 2012 Employee
Plan” in this proposal for more information relating to the maximum amount of stock subject to the 2012 Employee Plan.
Based on the number of awards granted in each of fiscal 2013, 2014 and 2015, we believe that unless stockholders approve this
amendment to the 2012 Employee Plan, shares available to grant will be depleted in the second half of fiscal 2017. If we run
out of shares, it will severely diminish the viability of this important employee incentive compensation program. For example,
we will no longer be able to use equity awards to attract key talent or reward and retain our critical employees. We are asking
stockholders to approve the amendment so that Autodesk can continue to achieve its employee performance, recruiting,
retention and incentive goals. We anticipate that if the amendment is approved, we will have sufficient shares to grant equity
awards into fiscal 2019, though we may seek additional shares sooner. Since the 2012 Employee Plan was adopted by
stockholders in January 2012, Autodesk received stockholder approval to increase the number of shares subject to the plan
by 11.35 million shares.
The Importance of the Proposed Increase in Shares for Autodesk, our Employees and
Stockholders
We believe that approval of the amendment to the 2012 Employee Plan and the continued ability to grant equity awards are
critical to our sustained success. Equity compensation is essential to attracting and retaining talented employees and keeping
employees motivated, particularly in the highly competitive technology industry. If the amendment is not approved at the
Annual Meeting, it would seriously hamper our ability to attract and retain the talent we need and could have an adverse effect
on our performance.
Equity compensation is a key component of employee compensation both at Autodesk and in our competitive labor markets,
and we encourage equity ownership. Equity awards give employees the perspective of an owner with a stake in the success of
Autodesk. We believe that equity awards motivate high levels of performance and provide an effective means of recognizing,
rewarding and encouraging employee contributions to our success.
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