Autodesk 2009 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 using the
Internet voting site or the toll-free telephone number listed on the Notice or by requesting a proxy card from
Autodesk by telephone at [phone] or by email at [email protected] and completing,
signing, dating and returning the proxy card in the postage pre-paid envelope provided. 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 10, 2009. 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 are 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 the eight directors named in this proxy statement 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, 2010; and
(3) To approve the 2010 Outside Directors’ Stock 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 eight 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 the 2010
Outside Directors’ Stock 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.
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