Autodesk 2009 Annual Report Download - page 21

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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Autodesk’s Bylaws currently set the number of directors at nine. Mark A. Bertelsen has informed the Board
of Directors that he is retiring from the Board of Directors and will not seek re-election at the Annual Meeting.
Accordingly, the Board of Directors, upon the recommendation of the Corporate Governance and Nominating
Committee, has nominated eight individuals to be elected at the Annual Meeting, all of whom are presently
directors of Autodesk. Unless otherwise instructed, the proxy holders will vote the proxies received by them for
the eight nominees named below. Your proxy cannot be voted for a greater number of persons than the number
of nominees named in this proxy statement.
In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy.
The term of office of each person elected as a director will continue until the next annual meeting of stockholders
or until a successor has been duly elected and qualified.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
NOMINEES LISTED BELOW.
Information Regarding the Nominees
The name, age and principal occupation of each nominee as of March 31, 2009, are set forth in the table
below. Except as described below, each of the nominees has been engaged in his or her principal occupation
during the past five years. There are no family relationships among any of our directors or executive officers.
Name of Nominee Age Principal Occupation
Director
Since
Carl Bass . . . . . . . . . . . . . . 51 Chief Executive Officer, President and Interim Chief Financial
Officer
2006
Crawford W. Beveridge . . 63 Executive Vice President and Chairman EMEA, APAC and the
Americas, Sun Microsystems, Inc.
1993
J. Hallam Dawson . . . . . . . 72 Chairman of the Board, IDI Associates 1988
Per-Kristian Halvorsen . . . 57 Chief Innovation Officer and Senior Vice President, Intuit, Inc. 2000
Sean M. Maloney . . . . . . . 52 Executive Vice President and General Manager, Sales and Marketing
Group, and Chief Sales and Marketing Officer, Intel Corporation
2007
Elizabeth A. Nelson . . . . . 48 Independent Consultant 2007
Charles J. Robel . . . . . . . . 59 Chairman of the Board, McAfee, Inc. 2007
Steven M. West . . . . . . . . . 53 Founder and Partner, Emerging Company Partners, LLC 2007
Carl Bass joined Autodesk in September 1993 and serves as Chief Executive Officer, President and Interim
Chief Financial Officer. From June 2004 to April 2006, Mr. Bass served as Chief Operating Officer. From
February 2002 to June 2004, Mr. Bass served as Senior Executive Vice President, Design Solutions Group. From
August 2001 to February 2002, Mr. Bass served as Executive Vice President, Emerging Business and Chief
Strategy Officer. From June 1999 to July 2001, he served as President and Chief Executive Officer of
Buzzsaw.com, Inc., a spin-off from Autodesk. He has also held other executive positions within Autodesk.
Mr. Bass is a director of McAfee, Inc.
Crawford W. Beveridge is the non-executive Chairman of the Board of Directors of Autodesk and has
served as Executive Vice President and Chairman EMEA, APAC and the Americas of Sun Microsystems, Inc.
since April 2006. From March 1985 to December 1990 and from March 2000 to April 2006, Mr. Beveridge held
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