Autodesk 2012 Annual Report Download - page 17

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Stacy J. Smith, our newest director, has served as the Senior Vice President, Chief Financial Officer
of Intel Corporation since January 2010. Mr. Smith joined Intel in 1988, became Vice President of Sales and
Marketing in 2002, was appointed Vice President, Finance and Enterprise Services, and Chief Information
Officer in May 2004, was appointed Vice President, Assistant Chief Financial Officer in March 2006, and
in October 2007, was appointed Vice President, Chief Financial Officer of Intel. Mr. Smith is a director of
Geno, Inc.
Mr. Smith is independent and brings over two decades of experience in the technology industry.
Mr. Smith’s experience at Intel, including his prior finance and executive roles, and his time spent overseas,
provide him with a strong understanding of Autodesk’s industry and business as well as Autodesk’s international
operational challenges. Mr. Smith’s years of service as an executive officer at Intel provide him with the
corporate governance knowledge necessary to serve on our Compensation and Human Resources Committee.
Steven M. West is a founder and partner of Emerging Company Partners, LLC, which was formed in
January 2004. Mr. West served as Chief Operating Officer of nCUBE Corporation, a provider of on-demand
media systems, from December 2001 to July 2003. Prior to joining nCUBE, he was the President and Chief
Executive Officer of Entera, Inc. from September 1999 until it was acquired by Blue Coat Systems, Inc.
(formerly CacheFlow Inc.) in January 2001. Mr. West is a director of Cisco Systems, Inc.
Mr. West is independent and has extensive experience in the information technology industry. His three
decades of experience, which includes founding Emerging Company Partners, LLC, a technology consulting
firm, provide Mr. West with a firm understanding of Autodesk’s industry, business and technology. His past
service on the boards of directors of several public and private companies provides Mr. West with a firm
understanding of his role as a director. His service as a director for a number of companies, including Cisco
Systems, and his participation in numerous audit committee and compensation committee focus groups provide
Mr. West with the leadership skills and executive compensation knowledge necessary to serve as the Chairman
of our Compensation and Human Resources Committee.
PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting
firm to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2013, and
recommends that the stockholders vote for ratification of such appointment. In the event of a negative vote on
such ratification, the Audit Committee will reconsider its selection. Even if the selection of Ernst & Young LLP
is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered
public accounting firm at any time during the year if the Audit Committee determines that such a change would
be in the Company’s and its stockholders’ best interests.
Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31, 1983.
We expect a representative of Ernst & Young LLP to be present at the Annual Meeting. The Ernst & Young
representative will have the opportunity to make a statement if he or she desires to do so and will be available to
respond to appropriate questions.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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