Autodesk 2015 Annual Report Download - page 11

2015 Proxy Statement 5
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 the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm (Proposal Two). However, you must cast your vote if you want it to count in the election of directors, the non-
binding approval of compensation for our named executive officers, and the approval of the amendment to the 2012 Employee
Plan. Your broker may not vote your uninstructed shares with respect to Proposals One, Three and Four.
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 ten 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, 2016, “FOR” the approval, on an advisory basis, of the compensation of
our named executive officers, and FOR” the approval of the amendment to the 2012 Employee Plan.
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 there are no
instructions on an otherwise properly executed proxy card, the shares represented by that proxy card will be voted as
recommended by the Board.
Q: What happens if additional matters are presented at the Annual Meeting?
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A: If any other matters are properly presented for consideration at the Annual Meeting, including, among other things,
consideration of a motion to adjourn the Annual Meeting to another time or place (for the purpose of soliciting additional
proxies or otherwise), the persons named as proxies will have discretion to vote on those matters in accordance with their best
judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.
Q: Can I change or revoke my vote?
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A: If you are a stockholder of record, there are three ways you can change your vote.
1. Before your shares are voted at the Annual Meeting, you can file with Autodesk’s General Counsel a written notice of
revocation or a duly executed proxy card, in either case dated later than the proxy card you wish to change.
2. You can attend the Annual Meeting and vote in person. Simply attending the Annual Meeting without actually voting
will not revoke a proxy.
3. If you voted online or by telephone, you may change that vote by voting again, either by making a timely and valid
Internet or telephone vote or by voting in person at the Annual Meeting.
Proxy Materials