Autodesk

Amendment and Restatement to Severance Plan On March 25, 2021, the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) approved the Autodesk, Inc. Amended and Restated Severance Plan and Summary Plan Description (the “Autodesk Amended Severance Plan”). The Autodesk Amended Severance Plan amends and restates the Autodesk, Inc. Severance Plan and Summary Plan Description dated August 27, 2018 (the “2018 Plan”). The 2018 Plan was amended to include, in addition to involuntary termination benefits, certain benefits for Eligible Employees who voluntarily terminate employment with the Company for Qualified Retirement (as defined below).

On February 23, 2021, the Company appointed Deborah Clifford as Chief Financial Officer, effective as of March 8, 2021. Ms. Clifford will serve as Autodesk’s principal financial officer, replacing Andrew Anagnost who had been serving as interim Chief Financial Officer since December 2020. Mr. Anagnost will continue to serve as President and Chief Executive Officer, and a member of the Board of Directors. Ms. Clifford, age 46, has served as Chief Financial Officer of SVMK Inc. (“SurveyMonkey”), an online survey development company, since July 2019. Prior to joining SurveyMonkey, Ms. Clifford served as Vice President of Financial Planning and Analysis at Autodesk from January 2018 to July 2019, and had served in various finance positions at Autodesk since September 2005, including as Vice President, Division Finance from July 2014 to December 2017. Ms. Clifford holds an M.B.A.

On January 19, 2021, Autodesk, Inc. (the “Company”) appointed Andrew Anagnost, the Company’s current President and Chief Executive Officer, as Interim Chief Financial Officer (including principal financial officer) of the Company. Dr. Anagnost, 56, joined the Company in September 1997 and has served as President and Chief Executive Officer and a member of the Board of Directors since June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017, and as the Company’s Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for the manufacturing division of the Company from March 2007 to December 2009.

On December 10, 2020, Carmel Galvin, Senior Vice President, People and Places and Chief Human Resources Officer, provided notice of her intention to resign from Autodesk, Inc. effective January 8, 2021, to pursue a new opportunity in the financial services sector.

On November 11, 2020, R. Scott Herren informed the Company of his intention to resign as senior vice president and chief financial officer to become chief financial officer at Cisco Systems, Inc. Mr. Herren will remain with the Company through mid-December 2020. Mr. Herren’s resignation is not related to any disagreement with the Company regarding any financial or other matters.

Approval of Executive Participation in Executive Incentive Plan for Fiscal 2021 On April 9, 2020, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) determined the target awards and payout formulas for fiscal 2021 under the Autodesk, Inc. Executive Incentive Plan (the “EIP”). The EIP is an annual cash incentive plan intended to motivate and reward participants in connection with the Company’s achievement of its annual financial and non-financial objectives. Each of the Company’s executive officers is eligible to participate in the EIP. For each executive participant, the Compensation Committee established a target award equal to a specified percentage of such participant’s base salary ranging from 75% to 125% (such participant’s “Target Amount”).

Election of Director On September 24, 2019, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) increased the number of authorized Board members by one to ten and appointed Dr. Ayanna Howard to the Board, effective September 24, 2019, to fill the newly created vacancy. Dr. Howard, age 47, has more than 25 years of experience in the areas of robotics, assistive technologies and artificial intelligence in academia, entrepreneurship as well as during her decade plus long career at NASA. Dr. Howard is the Linda J. and Mark C. Smith Professor and Chair of the School of Interactive Computing at the Georgia Institute of Technology (“Georgia Tech”). Dr.

Appointment of Principal Accounting Officer On June 12, 2019, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) appointed Stephen Hope, the Company’s current Vice President, Corporate Controller, as Principal Accounting Officer. Mr. Hope will replace R. Scott Herren as the Company’s Principal Accounting Officer. Mr. Herren will continue to serve as the Company’s Senior Vice President, Chief Financial Officer and Principal Financial Officer. Mr. Hope’s appointment was effective June 12, 2019. Mr. Hope, 52, has served as Vice President, Corporate Controller of the Company since September 2018. Previously, Mr. Hope served as Senior Director, Assistant Corporate Controller from October 2015 to September 2018 and as Senior Director, Worldwide Revenue Operations from April 2013 to October 2015. Mr.

Departure of Director On April 18, 2019, Crawford Beveridge informed the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) that he intends to retire from the Board and would not stand for re-election to the Board at the 2019 Annual Meeting of Stockholders. The decision of Mr. Beveridge to not seek re-election is not the result of any disagreement with the Company. Both the Company and the Board thank Mr. Beveridge for his many years of dedicated service and valuable contributions as a director.

Election of Director On March 21, 2019, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) increased the number of authorized Board members by one to ten and appointed Blake Irving to the Board, effective March 22, 2019, to fill the newly created vacancy. Mr. Irving, age 59, has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as the chief executive officer of GoDaddy, Inc. ("GoDaddy") from January 2013 to January 2018, and served on the board of directors of GoDaddy from May 2014 to June 2018. From 2010 to 2012, Mr. Irving served as chief product officer of Yahoo! Inc. From 2009 to 2010, Mr. Irving was a Professor in the M.B.A. program at Pepperdine University. From 1992 to 2007, Mr.

Election of Director On December 13, 2018, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) appointed Stephen Milligan to the Board to fill a newly created seat. Mr. Milligan, age 55, has over 30 years of executive operational and financial leadership experience in the technology industry. Mr. Milligan has served as Western Digital Corporation’s chief executive officer since January 2013 and as its president from March 2012 to October 2015. Previously, Mr. Milligan served as the chief financial officer of Hitachi Global Storage Technologies (“HGST”) from 2007 to 2009, and as HGST’s chief executive officer from 2009 to 2012 when Western Digital acquired HGST. From January 2004 to September 2007, Mr. Milligan served as Western Digital’s chief financial officer after serving in other senior finance roles at Western Digital from September 2002 to January 2004.

Adoption of Severance Plan On August 27, 2018, the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of (the “Board”) the Autodesk, Inc. (the “Company”) adopted the Autodesk Inc. Severance Plan (the “Autodesk Severance Plan”). The Autodesk Severance Plan is intended to provide certain severance benefits to Eligible Employees (as defined below). Each of the Company’s executive officers and senior vice presidents who are designated by the Committee to participate in the Autodesk Severance Plan are eligible for benefits under the Plan (the “Eligible Employee”). As of August 27, 2018, each of the Company’s executive officers (other than the Company’s Chief Executive Officer) have been designated by the Committee as Eligible Employees under the Autodesk Severance Plan.

Non-Executive Chairman of the Board Effective as of the Annual Meeting of Stockholders of Autodesk, Inc. (the “Company”) held on June 12, 2018 (the “Annual Meeting”), Stacy J. Smith succeeded Crawford W. Beveridge as non-executive Chairman of the Board of Directors (the “Board”). Mr. Beveridge will remain a member of the Board. As non-executive Chairman of the Board, Mr. Smith will be paid an annual retainer of $75,000, to be paid in the same manner as other cash compensation paid to the Company’s non-employee directors. Mr. Smith’s compensation as non-executive Chairman is in addition to his compensation as a non-employee director. Additionally, Mr. Smith received a one-time grant of restricted stock units to acquire the equivalent of $200,000 of the Company’s common stock, which cliff vests on the two-year anniversary of grant, under the Company’s 2012 Outside Directors’ Stock Plan.

Departure of Director On April 10, 2018, Tom Georgens informed the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) that he would not stand for re-election to the Board at the 2018 Annual Meeting of Stockholders. The decision of Mr. Georgens to not seek re-election is not the result of any disagreement with the Company.

EXECUTIVE COMPENSATION DECISIONS Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 21, 2018 Autodesk, Inc. (Exact name of registrant as specified in its charter) Delaware 000-14338 94-2819853 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 111 McInnis Parkway San Rafael, California 94903 (Address of principal executive offices, including zip code) (415) 507-5000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General…

Departure of Director On March 15, 2018, Rick Hill informed the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) that he would not stand for re-election to the Board at the 2018 Annual Meeting of Stockholders. The decision of Mr. Hill to not seek re-election is not the result of any disagreement with the Company. Election of Director On March 21, 2018, the Board appointed Karen Blasing to the Board. Ms. Blasing, age 61, has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the chief financial officer of Guidewire Software, Inc. from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the chief financial officer for Force 10 Networks and the Senior Vice President of Finance for salesforce.com, inc. She also served as chief financial officer for Nuance Communications, Inc.

Election of Director On July 19, 2017, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) appointed Reid French to the Board. Mr. French, age 45, has over 15 years of executive operational and strategic leadership experience in the technology industry. Since September 2011, Mr. French has served as Chief Executive Officer of Applied Systems, Inc., a software solutions and services provider in the insurance industry, where he is responsible for the company's overall business strategy and operational execution. Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design software company, from April 2005 until October 2010 when Intergraph was acquired by Hexagon AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph.

Appointment of Chief Executive Officer On June 18, 2017, the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) appointed Andrew Anagnost as President and Chief Executive Officer of the Company (“CEO”), effective June 19, 2017. Dr. Anagnost had served since February 8, 2017 as an interim Co-Chief Executive Officer (“Co-CEO”) during the Company’s CEO search. The Board also appointed Dr. Anagnost to the Board to fill the vacancy created by the resignation of Jeff Clarke, as described more fully below, effective June 19, 2017. Dr. Anagnost, 52, joined the Company in September 1997 and has served as Co-CEO since February 2017, Chief Marketing Officer since December 2016 and as the Company’s Senior Vice President, Business Strategy & Marketing, since March 2012. From December 2009 to March 2012, Dr. Anagnost was Vice President, Product Suites and Web Services of the Company.

Approval of Executive Participation in Executive Incentive Plan for Fiscal 2018 On March 14, 2017, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors of Autodesk, Inc. (the “Company”) determined the target awards and payout formulas for fiscal 2018 under the Autodesk Executive Incentive Plan (the “EIP”). The EIP is an annual cash incentive plan intended to motivate and reward participants to ensure the Company achieves its annual financial and non-financial objectives. The EIP was last approved by the stockholders in June 2014 and is intended to permit the payment of bonuses that may qualify as performance-based compensation under Internal Revenue Code Section 162(m). Each of the Company’s executive officers is eligible to participate in the EIP.

EXECUTIVE COMPENSATION DECISIONS Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2017 Autodesk, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-14338 94-2819853 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.

Resignation of Chief Executive Officer and President On February 6, 2017, Carl Bass tendered his resignation, effective February 8, 2017, as President and Chief Executive Officer of the Company (the “Bass Resignation”), but will continue as a member of the Board and will be nominated for reelection at the 2017 annual meeting of shareholders. Appointment of Co-Chief Executive Officers On February 6, 2017, the Board appointed each of Andrew Anagnost, the Company’s senior vice president, business strategy & marketing and chief marketing officer, and Amar Hanspal, the Company’s senior vice president, products, as a Chief Executive Officer of the Company (each, a “Co-CEO”) to jointly hold the newly-created Office of the Chief Executive Officer, effective immediately upon the Bass Resignation. Dr. Anagnost, 52, began his career in aeronautical engineering at Lockheed Martin Aeronautics.

Amendment of Executive Change in Control Program On December 15, 2016, the Compensation and Human Resources Committee of the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) adopted amendments to the Company's Executive Change in Control Program (the “Program”), which is applicable to each of the Company's executive officers. The Program, which would have terminated on January 31, 2017, was extended to January 31, 2022. The Program was originally approved in 2000 and provides for certain payments to participants whose employment is terminated without “cause” or for “good reason” (each as defined in the Program) in connection with a “change of control” (as defined in the Program), provided the participant executes a release and non-solicitation agreement.

Departure of Directors On April 2, 2016, J. Hallam Dawson and on April 4, 2016 Per-Kristian Halvorsen informed the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) that they would not stand for re-election to the Board of the Company at the 2016 Annual Meeting of Stockholders. The respective decisions of J. Hallam Dawson and Per-Kristian Halvorsen to not seek re-election are not the result of any disagreement with the Company.

Approval of Executive Participation in Executive Incentive Plan for Fiscal Year 2017 On March 9, 2016, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors of Autodesk, Inc. (the “Company”) determined the target awards and payout formulas for fiscal year 2017 under the Autodesk Executive Incentive Plan (the “EIP”). The EIP is an annual cash incentive plan intended to motivate and reward participants to ensure the Company achieves its annual financial and non-financial objectives. The EIP was last approved by the stockholders in June 2014 and is intended to permit the payment of bonuses that may qualify as performance-based compensation under Internal Revenue Code Section 162(m). Each of the Company’s executive officers is eligible to participate in the EIP.

In connection with the Settlement Agreements, effective March 10, 2016, the Board increased its size from ten (10) to thirteen (13) directors in light of the agreement to appoint Messrs. Ferguson, Hill and Clarke to serve as directors of the Company. Their committee appointments are described above. There are no family relationships between any of these Settlement Directors and any director or executive officer of the Company, and none of them has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Settlement Directors will participate in the non-employee director compensation arrangements described in the Company’s 2015 annual proxy statement filed with the Securities and Exchange Commission on April 29, 2015.