Autodesk 2011 Annual Report Download - page 17

PricewaterhouseCoopers LLP in Silicon Valley from 1995 until 2000 and served as the partner in charge of the
Software Industry Group at PricewaterhouseCoopers from 1985 to 1995. Mr. Robel is the lead director of
Informatica Corporation and a director of DemandTec, Inc., and previously served on the boards of directors of
Adaptec, Inc., Borland Software Corporation and as referenced above, McAfee, Inc.
Mr. Robel is independent and has extensive experience in accounting and the technology industry. His
twenty-six years of experience at PricewaterhouseCoopers brings a valuable perspective to our Board of
Directors and a strong understanding of Autodesk’s industry, business and technology. Mr. Robel’s service on
the boards of directors of other public companies, such as Adaptec, DemandTec, Informatica and McAfee, has
provided a firm understanding of his role as a director. His public accounting experience, investment experience
with Hummer Winblad, service on the audit committee of Informatica and role as chairman of the audit
committees of DemandTec, Borland Software and Adaptec provide Mr. Robel with the financial acumen and
leadership skills necessary to serve as the Chairman of our Audit Committee.
Steven M. West is a founder and partner of Emerging Company Partners, LLC, which was formed in
January 2004. Mr. West served as Chief Operating Officer of nCUBE Corporation, a provider of on-demand
media systems, from December 2001 to July 2003. Prior to joining nCUBE, he was the President and Chief
Executive Officer of Entera, Inc. from September 1999 until it was acquired by Blue Coat Systems, Inc.
(formerly CacheFlow Inc.) in January 2001. Mr. West is a director of Cisco Systems, Inc.
Mr. West is independent and has extensive experience in the information technology industry. His three
decades of experience, which includes founding Emerging Company Partners, LLC, a technology consulting
firm, provide Mr. West with a firm understanding of Autodesk’s industry, business and technology. His past
service on the boards of directors of several public and private companies provides Mr. West with a firm
understanding of his role as a director. His service as a director for a number of companies, including Cisco
Systems, and his participation in numerous audit committee and compensation committee focus groups provide
Mr. West with the leadership skills and executive compensation knowledge necessary to serve as the Chairman
of our Compensation and Human Resources Committee.
PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm
to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2012, and
recommends that the stockholders vote for ratification of such appointment. In the event of a negative vote on
such ratification, the Audit Committee will reconsider its selection. Even if the selection of Ernst & Young LLP
is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered
public accounting firm at any time during the year if the Audit Committee determines that such a change would
be in the Company’s and its stockholders’ best interests.
Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31,
1983.
We expect a representative of Ernst & Young LLP to be present at the meeting. The Ernst & Young
representative will have the opportunity to make a statement if he or she desires to do so and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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