Autodesk 2010 Annual Report Download - page 16

PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Autodesk’s Bylaws currently set the number of directors at nine. Elizabeth A. Nelson has informed the
Board of Directors that she will not seek reelection to the Board of Directors at the Annual Meeting.
Accordingly, upon the recommendation of the Corporate Governance and Nominating Committee, the Board of
Directors 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 and Qualifications Regarding the Nominees
The name, age and principal occupation of each nominee as of March 31, 2010, 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.
Following the table below is additional narrative disclosure regarding each nominee, including each nominee’s
unique qualifications to serve on the Board of Directors.
See “Corporate Governance” and “Executive Compensation—Compensation of Directors” below for
additional information regarding the Board of Directors, including procedures for nominations of directors.
Name of Nominee Age Principal Occupation
Director
Since
Carl Bass .............. 52 Chief Executive Officer and President, Autodesk, Inc. 2006
Crawford W. Beveridge . . 64 Independent Consultant and Non-Executive Chairman of the Board of
Directors, Autodesk, Inc.
1993
J. Hallam Dawson ....... 73 Chairman of the Board, IDI Associates 1988
Per-Kristian Halvorsen . . . 58 Chief Innovation Officer and Senior Vice President, Intuit, Inc. 2000
Sean M. Maloney ....... 53 Executive Vice President, Intel Corporation 2007
Mary T. McDowell ...... 45 ExecutiveVicePresident,ChiefDevelopmentOfficer, Nokia Corporation 2010
Charles J. Robel ........ 60 Chairman of the Board, McAfee, Inc. 2007
Steven M. West ......... 54 Founder and Partner, Emerging Company Partners, LLC 2007
Carl Bass joined Autodesk in September 1993 and serves as Chief Executive Officer and President.
Mr. Bass served as Interim Chief Financial Officer from August 2008 to April 2009. 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.
Mr. Bass brings to the Board of Directors extensive experience in the technology industry and has spent
nearly two decades in management roles within Autodesk. As our Chief Executive Officer and President,
8