Autodesk 2012 Annual Report Download - page 9

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Q: How can I vote my shares in person at the Annual Meeting?
A: Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting.
Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain
a “legal proxy” from the broker, trustee or nominee that holds your shares giving you the right to vote the
shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy
card or follow the voting instructions described below so that your vote will be counted if you later
decide not to attend the Annual Meeting.
Q: How can I vote my shares without attending the Annual Meeting?
A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares by using the
Internet voting site or the toll-free telephone number listed on the Notice or by requesting a proxy card from
Autodesk by telephone at [phone] or by email at [e-mail] and completing,
signing, dating and returning the proxy card in the postage pre-paid envelope provided. Proxy cards
submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted.
Specific instructions for using the telephone and Internet voting systems are on the proxy card and Notice.
The telephone and Internet voting systems for stockholders of record will be available until 11:59 p.m.
(Eastern Time) on June 6, 2012. Whichever of these methods you select to transmit your instructions, the
proxy holders will vote your shares in accordance with those instructions. If you sign and return a proxy
card without giving specific voting instructions, your shares will be voted as recommended by our Board.
If a broker, trustee or nominee holds your shares and you are a beneficial owner, you will receive
instructions from them that you must follow in order to have your shares voted. The instructions from
your broker, trustee or nominee will indicate if Internet and telephone voting are available, and if they are
available, will provide details regarding Internet and telephone voting.
Q: What proposals will be voted on at the Annual Meeting?
A: At the Annual Meeting, stockholders will be asked to vote:
(1) To elect the nine directors named in this proxy statement to serve for the ensuing year and until their
successors are duly elected and qualified;
(2) To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending January 31, 2013; and
(3) To approve, on an advisory basis, the compensation of our named executive officers.
Q: What is the voting requirement to approve these proposals?
A: Proposal One—A majority of the votes duly cast is required for the election of directors. The number of
shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee for the
nominee to be elected as a director of the Company to serve until the next annual meeting or until his or her
successor has been duly elected and qualified.
You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the nine nominees for election as director.
Abstentions and broker non-votes will not affect the outcome of the election.
Proposal Two—The affirmative vote of a majority of the votes duly cast is required to ratify the
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.
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.
Proxy Materials