Autodesk 2006 Annual Report Download - page 17

Q: How are votes counted?
A: You may vote “FOR” or “WITHHOLD” on each of the ten nominees for election as director. Abstentions and
broker non-votes will not affect the outcome of the election.
You may vote “FOR,” “AGAINST” or “ABSTAIN” on the proposal to ratify the appointment of Ernst & Young
LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31,
2007. 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: How does the Board of Directors recommend that I vote?
A: The Board of Directors recommends that you vote your shares “FOR” the ten nominees listed in Proposal
One and “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, 2007.
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, will be voted at the Annual Meeting in accordance with the instructions indicated
on those proxy cards. If no instructions are indicated on a properly executed proxy card, the shares
represented by that proxy card will be voted as recommended by the Board of Directors.
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 in the enclosed proxy card
and acting thereunder will have discretion to vote on those matters in accordance with their best judgment.
Autodesk does not currently anticipate that any other matters will be raised at the Annual Meeting.
Q: Can I change my vote?
A: Subject to any rules your broker may have, you may change your proxy instructions at any time before your
proxy is voted at the Annual Meeting.
If you are a stockholder of record, you may change your vote by (1) filing with Autodesk’s General Counsel,
prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed
proxy card, in either case dated later than the prior proxy cardrelating to the same shares, or (2) by attending
the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself,
revoke a proxy). A stockholder of record that has voted on the Internet or by telephone may also change
his or her vote by making a timely and valid later Internet or telephone vote, as the case may be.
If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new
voting instructions to your broker, bank or other nominee or (2) if you have obtained a legal proxy from
the broker, bank or other nominee that holds your shares giving you the right tovote the shares, by attending
the Annual Meeting and voting in person.
Any written notice of revocation or subsequent proxy card must be received by Autodesk’s General Counsel
prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy
card should be hand delivered to Autodesk’s General Counsel or should be sent so as to be delivered to
Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel.
Proxy Materials
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