Autodesk 2015 Annual Report Download - page 15

2015 Proxy Statement 9
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 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 37 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 2016 Annual Meeting of Stockholders will be from February 13, 2016 to March 14, 2016.
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 Proxy Statement, proxy card, voting instruction card or Notice. 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 proxy card or voting instruction card that you receive to ensure that all your shares
are voted.
Q: How may I obtain a separate Notice or a separate set of proxy materials and Fiscal Year 2015 Annual
Report?
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A: If you share an address with another stockholder, it is possible you will not each receive a separate Notice or a separate copy
of the proxy materials and Fiscal Year 2015 Annual Report. If you wish, you may request individual documents by calling
[phone] or by sending an email to investor.rela[email protected]. Stockholders who share an address and receive
multiple Notices or multiple copies of our proxy materials and Fiscal Year 2015 Annual Report can request to receive a single
copy in the same manner.
Proxy Materials