Autodesk 2008 Annual Report Download - page 21

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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Autodesk’s bylaws currently set the number of directors at 12. Michael J. Fister and Larry W. Wangberg
have each informed the Board of Directors that they will not seek re-election to the Board of Directors.
Accordingly, the Board of Directors, upon the recommendation of the Corporate Governance and Nominating
Committee, has nominated 10 individuals to be elected at the Annual Meeting, all of whom are presently
directors of Autodesk. Unless otherwise instructed, the proxy holders will vote the proxies received by them for
the 10 nominees named below. Your proxy cannot be voted for a greater number of persons than the number of
nominees named in this proxy statement.
In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy.
The term of office of each person elected as a director will continue until the next annual meeting of stockholders
or until a successor has been duly elected and qualified.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE NOMINEES LISTED BELOW.
Information Regarding the Nominees
The name, age and principal occupation of each nominee as of March 31, 2008, are set forth in the table
below. Except as described below, each of the nominees has been engaged in his or her principal occupation
during the past five years. There are no family relationships among any of our directors or executive officers.
Name of Nominee Age Principal Occupation
Director
Since
Carol A. Bartz ............ 59 Executive Chairman of the Board 1992
Carl Bass ................ 50 Chief Executive Officer and President 2006
Mark A. Bertelsen ......... 63 Senior Partner, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Attorneys at law
1992
Crawford W. Beveridge .... 62 Executive Vice President and Chairman EMEA, APAC and the
Americas, Sun Microsystems, Inc.
1993
J. Hallam Dawson ......... 71 Chairman of the Board, IDI Associates 1988
Per-Kristian Halvorsen ..... 56 Chief Technology Officer and Senior Vice President, Intuit, Inc. 2000
Sean M. Maloney ......... 51 Executive Vice President and General Manager, Sales and
Marketing Group, and Chief Sales and Marketing Officer, Intel
Corporation
2007
Elizabeth A. Nelson ....... 47 Independent Consultant 2007
Charles J. Robel .......... 58 Chairman of the Board, McAfee, Inc. 2007
Steven M. West ........... 52 Founder and Partner, Emerging Company Partners, LLC 2007
Carol A. Bartz joined Autodesk in April 1992 and serves as Executive Chairman of our Board of Directors.
Ms. Bartz’s present duties include enhancing relationships with Autodesk’s key customers, partners,
governments and investors along with focusing on activities designed to improve the business climate for
Autodesk. From April 1992 to April 2006, Ms. Bartz served as Chairman of the Board of Directors, Chief
Executive Officer and President. Ms. Bartz is a director of Cisco Systems, Inc., Intel Corporation and Network
Appliance, Inc.
7
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