Autodesk 2015 Annual Report Download - page 10

2015 P r oxy Statemen t 4
• by requesting a proxy card from Autodesk by telephone at [phone] or by email at
investor.relation[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 the related shares to be
voted. If you return a signed proxy card without giving specific voting instructions, your shares will be voted as recommended
by the 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 9, 2015.
If you are a beneficial owner, you will receive instructions from your broker or other agent 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 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. For additional information
on how our majority voting policy works, see the section captioned “Corporate Governance” below.
You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the ten 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 shares present in person or represented by proxy and entitled to vote
are 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 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 are not included in
the tabulation of the voting results on this proposal.
Proposal Four—The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote
are required to approve the amendment to the 2012 Employee Plan.
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 are not included in
the tabulation of the voting results on this proposal.
Proxy Materials