Autodesk 2009 Annual Report Download - page 24

To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman of the
Audit Committee the authority to amend or modify the list of audit and non-audit services and fees; provided,
however, that such additional or amended services may not affect Ernst & Young LLP’s independence under
applicable SEC rules. The Chairman reports any such action taken to the Audit Committee at subsequent Audit
Committee meetings.
PROPOSAL THREE
APPROVAL OF THE 2010 OUTSIDE DIRECTORS’ STOCK PLAN
At the Annual Meeting, the stockholders will be asked to approve the Autodesk, Inc. 2010 Outside
Directors’ Stock Plan (the “Plan”). The Board of Directors adopted the Plan on March 12, 2009, subject to the
Plan’s approval by the Company’s stockholders. If the stockholders approve the Plan, it will become effective on
March 16, 2010.
We are requesting that the stockholders approve the Plan which will assist us in attracting and retaining
highly qualified individuals to serve as independent directors of Autodesk and to provide an incentive toward
increasing the value of Autodesk for its stockholders. The Board of Directors believes that attracting and
retaining qualified members has become more challenging in the past few years due to recent changes in the
business and regulatory environment. These changes require public companies to have more independent
directors on their boards and require their board members to make increasing time commitments. Having a
competitive equity incentive program for outside directors is an important factor in recruiting and retaining the
high caliber of directors essential to our success. In addition, the Board of Directors believes that equity
ownership by directors is important in aligning the interests of management and our stockholders.
The Plan does not have an “evergreen” provision that provides for an automatic increase in the number of
the shares available for issuance each year. If stockholders approve the Plan, we currently anticipate that we will
not ask stockholders for additional shares for issuance under the Plan prior to the expiration of the Plan in March
2020, depending on business conditions and needs.
The Board of Directors believes that approval of the Plan is in the best interests of Autodesk and its
stockholders to provide a competitive equity incentive program that will enable us to continue to recruit and
retain the capable directors essential to our long-term success. Approval of the Plan requires the affirmative vote
of the holders of a majority of the shares of the Company’s common stock that are present in person or by proxy
and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome
of this vote. Our directors have an interest in this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE 2010 OUTSIDE DIRECTORS’ STOCK PLAN.
Background and Purpose
Autodesk has a well-established policy of providing stock options as a part of compensation to
non-employee members of our Board of Directors, as well as requiring directors to take at least a portion of their
compensation in the form of restricted stock. The purposes of the Plan are to attract and retain highly skilled
individuals as directors of Autodesk and to encourage equity ownership by our directors in order to align their
interests with those of our stockholders.
Changes in laws and corporate governance practices over the last several years have narrowed the pool of
qualified independent directors, making it more difficult to retain and attract qualified independent directors who
possess the requisite financial and business expertise to make valuable contributions to the Board of Directors.
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