Autodesk 2011 Annual Report Download - page 8

bring proof of identity for entrance to the Annual Meeting. If your shares are held in a brokerage account or
by a bank or another nominee, you will need to bring a copy of a brokerage statement reflecting stock
ownership as of the record date. The Annual Meeting will begin promptly at 3:00 p.m., Pacific Time; please
leave ample time for parking and to check-in.
Stock Ownership
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A: Stockholders of record—If your shares are registered directly in your name with Autodesk’s transfer agent,
Computershare Investor Services LLC, you are considered, with respect to those shares, the “stockholder of
record.” If you are a stockholder of record, these proxy materials have been sent directly to you by
Autodesk.
Beneficial owners—Most Autodesk stockholders hold their shares through a broker, trustee or nominee,
rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another
nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares
in street name, these proxy materials have been forwarded to you by your broker, trustee or nominee who is
considered, with respect to those shares, the stockholder of record.
As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your
shares. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at
the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your
shares, giving you the right to vote the shares at the Annual Meeting.
Quorum and Voting
Q: Who is entitled to vote at the Annual Meeting?
A: Holders of record of Autodesk’s common stock, par value $0.01 per share, at the close of business on
April 19, 2011 (the “Record Date”) are entitled to receive notice of and to vote their shares at the Annual
Meeting. Beneficial owners have the right to direct their broker, trustee or nominee on how to vote their
shares, as discussed above. Our stockholders are entitled to cast one vote for each share of Common Stock
held by them as of the Record Date.
As of the Record Date, there were 229,802,711 shares of Common Stock outstanding and entitled to vote at
the Annual Meeting. No shares of Autodesk’s Preferred Stock were outstanding.
Q: How many shares must be present or represented to conduct business at the Annual Meeting?
A: The presence of the holders of a majority of the shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting. Such stockholders are counted as
present at the meeting if they (1) are present in person at the Annual Meeting or (2) have properly submitted
a proxy card. Under the General Corporation Law of the State of Delaware, abstentions and broker “non-
votes” are counted as present and entitled to vote and are, therefore, included for purposes of determining
whether a quorum is present at the Annual Meeting.
A broker “non-vote” occurs when a broker, trustee or nominee holding shares for a beneficial owner does
not vote on a particular proposal because the broker, trustee or nominee does not have discretionary voting
power with respect to that item and has not received instructions from the beneficial owner as to how to vote
on that proposal.
Q: How can I vote my shares in person at the Annual Meeting?
A: Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares
held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a “legal
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