Autodesk 2013 Annual Report Download - page 12

2013 Proxy Statement 4
Q: What is the voting requirement to approve these proposals?
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A: Proposal One—A majority of the votes duly cast is required for the election of each director. If the number of shares voted
“for” a director nominee exceeds the number of votes cast “against,” the nominee will be elected as a director of Autodesk to
serve until the next annual meeting or until his or her successor has been duly elected and qualified.
You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the nine nominees for election as director. Abstentions and
broker non-votes will not affect the outcome of the election.
Proposal Two—The affirmative vote of a majority of the votes duly cast is required to ratify the appointment of Ernst & Young
LLP as Autodesk’s independent registered public accounting firm.
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 Three—The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote
are required to approve, on an advisory basis, the compensation of our named executive officers.
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.
Q: What happens if I do not cast a vote?
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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 and you do not cast your vote, your broker, trustee or nominee can
use its discretion to vote on ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm. However, you must cast your vote if you want it to count in the election of directors and the non-binding
approval of compensation for our named executive officers.
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 on your behalf as the broker deemed appropriate. Due to recent rule changes, your
broker may no longer vote your uninstructed shares with respect to Proposal One or Proposal Three. Your broker will, however,
continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Autodesk’s independent
registered public accounting firm (Proposal Two).
Q: How does the Board recommend that I vote?
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A: The Board unanimously recommends that you vote your shares “FOR” the election of each of the nine nominees listed in
Proposal One, “FOR” the ratification of the appointment of Ernst & Young LLP as Autodesk's independent registered public
accounting firm for the fiscal year ending January 31, 2014, and “FOR” the approval, on an advisory basis, of the
compensation of our named executive officers.
Q: If I sign a proxy, how will it be voted?
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A: All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting and not
revoked before the polls are closed will be voted in accordance with the instructions 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.