Autodesk 2012 Annual Report Download - page 12

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Requirements for stockholder proposals to be brought before an annual meeting—In addition, Autodesk’s
Bylaws establish an advance notice procedure for stockholders who wish to present certain matters before
an annual meeting of stockholders. In general, nominations for the election of directors may be made (1) by
or at the direction of the Board, or (2) by any stockholder entitled to vote who has timely delivered written
notice to Autodesk’s General Counsel during the Notice Period (as defined below), which notice must
contain specified information concerning the nominees and concerning the stockholder proposing such
nominations. However, if a stockholder wishes only to recommend a candidate for consideration by the
Corporate Governance and Nominating Committee as a potential nominee for director, see the procedures
discussed in “Corporate Governance—Nominating Process for Recommending Candidates for Election to
the Board.”
The Company’s Bylaws also provide that the only business that may be conducted at an annual meeting is
business that is brought (1) pursuant to the notice of meeting (or any supplement thereto), (2) by or at the
direction of the Board, or (3) by a stockholder who has timely delivered written notice which sets forth all
information required by Autodesk’s Bylaws to the General Counsel of Autodesk during the Notice Period
(as defined below).
The “Notice Period” is defined as the period commencing on the date 75 days prior to the one year
anniversary of the date on which Autodesk first mailed its proxy materials to stockholders for the previous
year’s annual meeting of stockholders and terminating on the date 45 days prior to the one year anniversary
of the date on which Autodesk first mailed its proxy materials to stockholders for the previous year’s annual
meeting of stockholders. As a result, the Notice Period for the 2013 Annual Meeting of Stockholders will be
from February 8, 2013 to March 10, 2013.
If a stockholder who has notified Autodesk of his or her intention to present a proposal at an annual
meeting does not appear to present his or her proposal at such meeting, Autodesk need not present the
proposal for vote at such meeting.
Q: How may I obtain a copy of the bylaw provisions regarding stockholder proposals and director
nominations?
A: A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the General
Counsel of Autodesk, or may be found at www.autodesk.com under “Investors—Corporate Governance.”
All notices of proposals by stockholders, whether or not included in Autodesk’s proxy materials, should be
sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel.
Additional Information About the Proxy Materials
Q: What should I do if I receive more than one set of proxy materials?
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards, or Notices. For example, if you hold your shares in
more than one brokerage account, you may receive a separate voting instruction card for each brokerage
account in which you hold shares. If you are a stockholder of record and your shares are registered in more
than one name, you will receive more than one proxy card. Please complete, sign, date and return each
Autodesk proxy card or voting instruction card that you receive to ensure that all your shares are voted.
Q: How may I obtain a separate Notice or a separate set of proxy materials and Fiscal Year 2012
Annual Report?
A: If you share an address with another stockholder, each stockholder may not receive a separate Notice or a
separate copy of the proxy materials and Fiscal Year 2012 Annual Report.