Autodesk, Inc. 8-K

What Happened Autodesk filed a Form 8‑K on June 18, 2026 disclosing that its stockholders approved a Certificate of Amendment to the Amended and Restated Certificate of Incorporation at the Company’s 2026 Annual Meeting on June 17, 2026. The Certificate of Amendment was filed with the Delaware Secretary of State and became effective June 17, 2026. The amendment adds officer exculpation provisions to the company’s charter as permitted by Delaware law. A description of the change appears in Appendix B of Autodesk’s definitive proxy statement on Schedule 14A filed May 6, 2026, and the full Certificate of Amendment is attached as Exhibit 3.1 to the 8‑K.

Key Details

• Approved by stockholders at the 2026 Annual Meeting held June 17, 2026.
• Certificate of Amendment filed with the Delaware Secretary of State, effective June 17, 2026.
• Amendment provides for officer exculpation as permitted by Delaware law (see Appendix B of the May 6, 2026 proxy).
• Full text of the Certificate of Amendment is included as Exhibit 3.1 to the Form 8‑K.

Why It Matters This is a corporate governance change to Autodesk’s charter that limits certain types of personal liability for company officers to the extent allowed under Delaware law. For investors, such amendments can affect governance risk and the legal protections available to executives. Shareholders who want the precise scope and any exceptions should review Appendix B of the proxy statement and the Certificate of Amendment (Exhibit 3.1) filed with the 8‑K.