Autodesk 2010 Annual Report Download - page 5

NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS
Time and Date Thursday, June 10, 2010 at 3:00 p.m., Pacific Time.
Place Autodesk’s San Francisco office, located at: The Landmark, One
Market Street, 2nd Floor, San Francisco, California 94105.
Items of Business (1) To elect the eight directors listed in the accompanying 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 our
independent registered public accounting firm for the fiscal year
ending January 31, 2011.
(3) To approve the Autodesk, Inc. Executive Incentive Plan, as
amended, pursuant to Section 162(m) of the Internal Revenue
Code of 1986, as amended.
(4) To approve amendments to the Autodesk, Inc. 2008 Employee
Stock Plan, as amended, including to (i) increase the number of
shares reserved for issuance under the 2008 Plan by 15.5 million
shares and (ii) extend the term of the 2008 Plan to June 28, 2013.
(5) To transact such other business as may properly come before the
Annual Meeting.
These items of business are more fully described in the Proxy
Statement accompanying this Notice of 2010 Annual Meeting of
Stockholders.
Adjournments and Postponements Any action on the items of business described above may be
considered at the Annual Meeting at the time and on the date
specified above or at any time and date to which the Annual Meeting
may be properly adjourned or postponed.
Record Date You are entitled to vote if you were a stockholder of record as of the
close of business on April 14, 2010.
Voting Your vote is very important. Whether or not you plan to attend
the Annual Meeting, we encourage you to read the Proxy
Statement and vote on the Internet or by telephone or request
and submit your proxy card as soon as possible. For specific
instructions on how to vote your shares, please refer to the section
entitled “Questions and Answers About the 2010 Annual Meeting
and Procedural Matters” beginning on page 1 of the Proxy
Statement and the instructions on the enclosed notice of internet
availability of proxy materials.
All stockholders are cordially invited to attend the Annual Meeting in
person. Any stockholder attending the Annual Meeting may vote in
person even if such stockholder previously signed and returned a
proxy card or voted on the Internet or by telephone.
By Order of the Board of Directors,
Pascal W. Di Fronzo
Senior Vice President, General Counsel and
Secretary
This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being distributed and
made available on or about April 27, 2010.