Autodesk 2013 Annual Report Download - page 10

2013 Proxy Statement 2
Q: Can I attend the Annual Meeting?
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A: Yes, you can attend the Annual Meeting in person if you are a stockholder of record or a beneficial owner as of April 19,
2013 (the “Record Date”). Please notify David Gennarelli, Autodesk's Director of Investor Relations, by telephone at
[phone] or by email at investor[email protected] if you plan to attend the Annual Meeting. You will need proof
of identity to enter the Annual Meeting. If your shares are held in a brokerage account or by a bank or another nominee, you
also 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?
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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. That entity 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 do so.
Quorum and Voting
Q: Who is entitled to vote at the Annual Meeting?
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A: Holders of record of Autodesk’s Common Stock, par value $0.01 per share (“Common Stock”), at the close of business on
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 described above. Stockholders are entitled to cast
one vote for each share of Common Stock they hold as of the Record Date.
As of the Record Date, there were 224,323,071 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?
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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. Stockholders are counted as present if they are present in person at the Annual
Meeting or 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.
Q: What are “broker non-votes”?
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A: Generally, if shares are held in street name, the beneficial owner is entitled to give voting instructions to the broker or other
agent holding the shares. If the beneficial owner does not provide voting instructions, the broker or other agent can still vote the
shares with respect to matters that are considered “routine,” but not with respect to “non-routine” matters. Broker non-votes
occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, trustee or nominee
holding the shares as to how to vote on matters deemed “non-routine.” If a broker or other record holder of our Common Stock