Autodesk 2006 Annual Report Download - page 19
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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 Principles.”
The Company’s bylaws also provide that the only business that may be conducted at an annual meeting
is business that is (1) specified in the notice of meeting given by or at the direction of the Board of Directors,
(2) properly brought before the meeting by or at the direction of the Board of Directors, or (3) properly
brought before the meeting by a stockholder who has delivered written notice to the General Counsel of
Autodesk no later than the Notice Deadline (as defined below).
The “Notice Deadline” is defined as that date which is 120 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 Deadline for the 2007 annual meeting of stockholders is
December 29, 2006.
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.
A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the General
Counsel of Autodesk. 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.
Proxy Materials
5