Autodesk 2015 Annual Report Download - page 30

2015 P r oxy Statemen t 24
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(1) The Company did not have any Stock Appreciation Rights outstanding as of January 31, 2015.
(2) Under the 2012 Employee Plan, stock-based awards are granted from a pool of available shares, with stock options
counting as 1 share and full value awards (e.g., RSUs and PSUs) counting as 1.79 shares.
(3) The 2012 Outside Directors' Stock Plan is the only active non-employee director equity plan, but non-employee
director stock options remain outstanding from a predecessor plan. Under the 2012 Outside Directors' Stock Plan,
stock-based awards are granted from a pool of available shares, with stock options counting as 1 share and full value
awards (e.g., RSUs) counting as 2.11 shares.
(4) On March 12, 2015, the Board reduced the number of shares reserved for issuance under 2012 Outside Directors'
Stock Plan by 850,000 shares. Amounts shown as available for grant as of January 31, 2015 reflect the March
12, 2015 reduction in shares.
Alignment of Named Executive Officer Interests with Stockholder Interests
Equity awards represented approximately 71% of the total compensation of our NEOs in fiscal 2015. Our NEOs received 7%
of the shares subject to awards granted during fiscal 2015. In addition, the number of equity awards granted to each of our
NEOs during fiscal 2016 is set forth in “Fiscal 2016 Equity Awards: New PSU Plan” below under “Compensation Discussion
and Analysis.” No decisions have been made with respect to equity grants to any of our employees or NEOs for any future
years, although all are eligible for grants.
Dilution and Stock Repurchase Program
Dilution
Autodesk recognizes the dilutive impact of our equity plans on our stockholders and continuously strives to balance this
concern with the competition for talent. In its determination to approve the amendment to the 2012 Employee Plan, our
Compensation Committee reviewed analyses, which included an analysis of burn rate, outstanding awards and awards available
for grant. If Proposal Four is approved by our stockholders, our equity overhang (based on the outstanding equity awards,
shares available for grant under our active employee equity incentive plans, and the total weighted-average number of shares
outstanding (“WSO”) for the period ended January 31, 2015) will increase by 4.8%. The Board believes the potential dilution
to stockholders is reasonable and sustainable relative to peer and market practices. Potential dilution to stockholders is
measured by the two metrics: gross burn rate and equity overhang.
Gross Burn Rate
Gross burn rate is calculated by dividing the total number of shares subject to equity awards granted during the fiscal year by
the WSO. This formula adjusts for the fungible nature of our full value shares (where each RSU or PSU granted is counted as
1.79 shares). The gross burn rate measure indicates the rate at which Autodesk is creating potential future stockholder dilution.
The following table shows our gross burn rate during our last three fiscal years.
Period Ended
Total Options
Granted (in
millions)
Restricted Stock
Units Granted (in
millions) (1)
Total Performance
Stock Units
Granted at Target
(in millions) (1) Autodesk Gross
Burn Rate
Fiscal Year Ended January 31, 2015 — 4 0.5 3.5 %
Fiscal Year Ended January 31, 2014 —3.5 0.5 3.3 %
Fiscal Year Ended January 31, 2013 0.1 3.4 0.5 3.2 %
Proxy Materials