Autodesk 2013 Annual Report Download - page 11

2013 Proxy Statement 3
indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those
shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a broker or
other agent, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.
Q: Which ballot measures are considered “routine” or “non-routine”?
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A: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending January 31, 2014 (Proposal 2) is considered routine under applicable rules. A broker, trustee or nominee holding
shares may generally vote on routine matters, so there should not be any broker non-votes in connection with Proposal 2. The
election of the nine directors listed in the accompanying Proxy Statement (Proposal 1) and the advisory vote on executive
compensation (Proposal 3) are matters considered non-routine under applicable rules. A broker or other agent cannot vote
without instructions on non-routine matters, so there may be broker non-votes on Proposal 1 and Proposal 3.
Q: How can I vote my shares in person at the Annual Meeting?
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A: If you hold shares in your name as the stockholder of record, you may vote those shares in person at the Annual Meeting. If
you hold shares beneficially in street name, you may vote those shares in person at the Annual Meeting only if you obtain a
“legal proxy” from the broker, trustee or nominee that holds your shares giving you the right to do so. Even if you plan to
attend the Annual Meeting, we recommend that you also submit your proxy card or follow the voting instructions described
below so that your vote will be counted if you later decide not to attend.
Q: How can I vote my shares without attending the Annual Meeting?
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A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares in one of three ways:
• by using the Internet voting site,
• by calling the toll-free telephone number listed on the proxy card and Notice, or
• by requesting a proxy card from Autodesk by telephone at [phone] or by email at
investor[email protected], and completing, signing, dating and returning the proxy card in the postage pre-paid
envelope provided.
Proxy cards submitted by mail must be received by the time the Annual Meeting begins in order for your shares to be voted. If
you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our
Board.
Specific instructions for using the telephone and Internet voting systems are on the proxy card and Notice. The telephone and
Internet voting systems for stockholders of record will be available until 11:59 p.m. (Eastern Time) on June 12, 2013.
If you are a beneficial owner, you will receive instructions from your broker, trustee or nominee that you must follow in order
to have your shares voted. These instructions will indicate if Internet and telephone voting are available, and if so, how to
access and use those methods.
Q: What proposals will be voted on at the Annual Meeting?
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A: At the Annual Meeting, stockholders will be asked to vote:
(1) To elect the nine directors named in this Proxy Statement to serve for the coming year and until their successors are
duly elected and qualified;
(2) To ratify the appointment of Ernst & Young LLP as Autodesk's independent registered public accounting firm for the
fiscal year ending January 31, 2014; and
(3) To approve, on an advisory basis, the compensation of our named executive officers.
Proxy Materials