Autodesk 2008 Annual Report Download - page 19

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 2009
annual meeting of stockholders, stockholder proposals must be received by Autodesk’s General Counsel no
later than December 29, 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—Nominating
Process for Recommending Candidates for Election to the Board of Directors.”
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 2009 annual meeting of stockholders is December 29,
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: A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the General
Counsel of Autodesk, or may be found at www.autodesk.com under “Investors—Corporate Governance.”
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.
Additional Information about the Proxy Materials
Q: What should I do if I receive more than one set of proxy materials?
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards, or Notices. For example, if you hold your shares in
more than one brokerage account, you may receive a separate voting instruction card for each brokerage
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Proxy Materials