Autodesk 2007 Annual Report Download - page 19

5
Proxy Materials
Stockholder Proposals and Director Nominations at Future Meetings
Q: What is the deadline to propose actions for consideration at next year’s annual meeting of
stockholders or to nominate individuals to serve as directors?
A: You may submit proposals, including director nominations, for consideration at future stockholder
meetings.
Requirements for stockholder proposals to be considered for inclusion in Autodesk’s proxy material —
Stockholders may present proper proposals for inclusion in Autodesk’s proxy statement and for
consideration at the next annual meeting of its stockholders by submitting their proposals in writing
to Autodesk’s General Counsel in a timely manner. In order to be included in the proxy statement
for the 2008 annual meeting of stockholders, stockholder proposals must be received by Autodesk’s
General Counsel no later than February 13, 2008, and must otherwise comply with the requirements
of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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 by (1) the Board of Directors, (2) the Corporate Governance and Nominating Committee or
(3) any stockholder entitled to vote who has delivered written notice to Autodesk’s General Counsel
no later than the Notice Deadline (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 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 2008 annual meeting of
stockholders is February 13, 2008.
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 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.