Autodesk 2011 Annual Report Download - page 10

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 Four— The option of “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” that receives the
highest number of votes cast by stockholders will be the frequency for the advisory vote on executive
compensation recommended by stockholders.
You may vote for a vote every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS,” or may “ABSTAIN”
from voting on this proposal. Abstentions and broker non-votes will not be included in the tabulation of the
voting results on this proposal.
Q: What happens if I do not cast a vote?
A: Stockholders of record—If you are a stockholder of record and you do not cast your vote, no votes will be
cast on your behalf on any of the items of business at the annual meeting.
Beneficial owners—If you hold your shares in street name it is critical that you cast your vote if you want it
to count in the election of directors (Proposal One), the approval of our executive compensation, on an
advisory basis (Proposal Three), and the determination of the frequency of holding an advisory vote on
executive compensation, on an advisory basis (Proposal Four).
In the past, if you held your shares in street name and you did not indicate how you wanted your shares
voted in the election of directors, your broker was allowed to vote those shares on your behalf in the election
of directors as the broker felt appropriate. Recent rule changes eliminate the ability of your broker to vote
your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in
street name and you do not instruct your broker how to vote in the election of directors, no votes will be cast
on your behalf. Your broker will, however, continue to have discretion to vote any uninstructed shares on
the ratification of the appointment of the Company’s independent registered public accounting firm
(Proposal Two).
Q: How does the Board of Directors recommend that I vote?
A: The Board of Directors unanimously recommends that you vote your shares “FOR” the nine nominees
listed in Proposal One, “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending January 31, 2011, “FOR” the
approval of the executive compensation, and “ONE YEAR” as the frequency of holding an advisory vote
on executive compensation.
Q: If I sign a proxy, how will it be voted?
A: All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual
Meeting, and not revoked prior to the closing of the polls at the Annual Meeting, will be voted at the Annual
Meeting in accordance with the instructions indicated on those proxy cards. If no instructions are indicated
on an otherwise properly executed proxy card, the shares represented by that proxy card will be voted as
recommended by the Board of Directors.
Q: What happens if additional matters are presented at the Annual Meeting?
A: If any other matters are properly presented for consideration at the Annual Meeting, including, among other
things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without
limitation, for the purpose of soliciting additional proxies), the persons named as proxies and acting
thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not
currently anticipate that any other matters will be raised at the Annual Meeting.
4