Autodesk 2012 Annual Report Download - page 10

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4
Proposal Three—The affirmative vote of a majority of the shares present in person or represented by
proxy and entitled to vote are required to approve, on an advisory basis, the compensation of our named
executive officers.
You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes
cast and have the same effect as a vote against this proposal. However, broker non-votes are not deemed
to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal.
Q: What happens if I do not cast a vote?
A: Stockholders of record—If you are a stockholder of record and you do not cast your vote, no votes will be
cast on your behalf on any of the items of business at the Annual Meeting.
Beneficial owners—If you hold your shares in street name it is critical that you cast your vote if you want it
to count in the election of directors (Proposal One) and the approval of our named executive compensation,
on an advisory basis (Proposal Three).
In the past, if you held your shares in street name and you did not indicate how you wanted your shares
voted in the election of directors, your broker was allowed to vote those shares on your behalf in the
election of directors as the broker felt appropriate. Recent rule changes eliminate the ability of your broker
to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your
shares in street name and you do not instruct your broker how to vote in the election of directors, no votes
will be cast on your behalf. Your broker will, however, continue to have discretion to vote any uninstructed
shares on the ratification of the appointment of the Company’s independent registered public accounting
firm (Proposal Two).
Q: How does the Board recommend that I vote?
A: The Board unanimously recommends that you vote your shares “FOR” the nine nominees listed in
Proposal One, “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending January 31, 2013, and “FOR” the
approval, on an advisory basis, of the compensation of our named executive officers.
Q: If I sign a proxy, how will it be voted?
A: All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual
Meeting, and not revoked prior to the closing of the polls at the Annual Meeting, will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxy cards. If no instructions are
indicated on an otherwise properly executed proxy card, the shares represented by that proxy card will be
voted as recommended by the Board.
Q: What happens if additional matters are presented at the Annual Meeting?
A: If any other matters are properly presented for consideration at the Annual Meeting, including, among
other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including,
without limitation, for the purpose of soliciting additional proxies), the persons named as proxies and acting
thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not
currently anticipate that any other matters will be raised at the Annual Meeting.
Q: Can I change or revoke my vote?
A: Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at
any time before your proxy is voted at the Annual Meeting.