Autodesk 2013 Annual Report Download - page 14

2013 Proxy Statement 6
Stockholder Proposals and Director Nominations at Future Meetings
Q: What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or
to nominate individuals to serve as directors?
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A: Stockholders may present proper proposals for inclusion in Autodesk's proxy statement and for consideration at the next
annual meeting of its stockholders by submitting their proposals in writing to Autodesk's General Counsel in a timely manner.
In order to be included in the proxy statement for the 2014 Annual Meeting of Stockholders, proposals must be received by
Autodesk's General Counsel no later than December 30, 2013, and must otherwise comply with the requirements of Rule 14a-8
of the Securities Exchange Act of 1934 (the “Exchange Act”).
In addition, Autodesk's Bylaws establish an advance notice procedure for stockholders who wish to present certain matters
before an annual meeting of stockholders. In general, nominations for the election of directors may be made by or at the
direction of the Board, or by any stockholder entitled to vote who has delivered written notice to Autodesk's General Counsel
during the Notice Period (as defined below). Any such notice must contain specified information concerning the nominee(s)
and the stockholder proposing such nomination(s). A stockholder who wishes only to recommend a candidate for consideration
by the Corporate Governance and Nominating Committee as a potential nominee for director should read the procedures
discussed in “Corporate Governance-Nominating Process for Recommending Candidates for Election to the Board” on page 21
of this Proxy Statement.
Autodesk's Bylaws also provide that the only business that may be conducted at an annual meeting is business that is brought
(1) pursuant to the notice of meeting (or any supplement thereto), (2) by or at the direction of the Board, or (3) by a stockholder
who has delivered written notice setting forth all information required by Autodesk's Bylaws to Autodesk's General Counsel
during the Notice Period (as defined below).
For the purposes described above, the “Notice Period” begins 75 days before the one-year anniversary of the date on which
Autodesk first mailed its proxy materials for the previous year's annual meeting of stockholders, and lasts for 30 days. As a
result, the Notice Period for the 2014 Annual Meeting of Stockholders will be from February 13, 2014 to March 15, 2014.
If a stockholder who has notified Autodesk of an intention to present a proposal at an annual meeting does not appear to present
that proposal, Autodesk need not present the proposal for vote at such meeting.
Q: How may I obtain a copy of the bylaw provisions regarding stockholder proposals and director
nominations?
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A: You can obtain a copy of the full text of the bylaw provisions discussed above by writing to the General Counsel of
Autodesk or from www.autodesk.com under “Investor Relations-Corporate Governance.” All notices of proposals by
stockholders should be sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel.
Additional Information About the Proxy Materials
Q: What should I do if I receive more than one set of proxy materials?
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A: You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple
proxy cards, voting instruction cards or Notices. For example, if you hold your shares in more than one brokerage account, you
may receive a separate voting instruction card for each account. If you are a stockholder of record and your shares are
registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each
Autodesk proxy card or voting instruction card that you receive to ensure that all your shares are voted.