Autodesk 2008 Annual Report Download - page 17

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
completing, signing, dating and returning the proxy card in the enclosed, postage pre-paid envelope, or by
using the Internet voting site or the toll-free telephone number listed on the proxy card and Notice. Proxy
cards submitted by mail must be received by the time of the 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 11, 2008. 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 of
Directors.
If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must
follow in order to have your shares voted. The instructions from your broker, bank or other nominee will
indicate if Internet and telephone voting is 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 10 directors 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, 2009; and
(3) To approve amendments to the 2000 Directors’ Option Plan.
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 10 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.
Proposal Three—The affirmative vote of a majority of the votes duly cast is required to approve
amendments to the 2000 Directors’ Option Plan.
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.
Q: How does the Board of Directors recommend that I vote?
A: The Board of Directors unanimously recommends that you vote your shares “FOR” the 10 nominees listed
in Proposal One, “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, 2009, and “FOR” the
amendments to the 2000 Directors’ Option Plan.
3
Proxy Materials