Autodesk 2015 Annual Report Download - page 9

2015 Proxy Statement 3
Q: How many shares must be present or represented by proxy to conduct business at the Annual Meeting?
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A: The presence of the holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting is necessary
to constitute a quorum. Stockholders are counted as present if they attend the Annual Meeting in person or have properly
submitted a proxy. Under the General Corporation Law of the State of Delaware (the law governing Autodesk’s corporate
activities), abstentions and “broker non-votes” are counted as present and entitled to vote and are therefore included for
purposes of determining whether a quorum is present at the Annual Meeting.
Q: What are “broker non-votes”?
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A: Generally, if shares are held in street name, the beneficial owner is entitled to give voting instructions to the broker or other
agent holding the shares. If the beneficial owner does not provide voting instructions, the broker or other agent can vote the
shares with respect to matters that are considered “routine,” but not with respect to “non-routine” matters. Broker non-votes
occur when a beneficial owner of shares held in street name does not give instructions to the broker or other agent holding the
shares as to how to vote on a matter deemed “non-routine.” If a broker or other record holder of our Common Stock indicates
on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be
treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a broker or other agent, please
be sure to give voting instructions so your vote will be counted on all proposals that come before the Annual Meeting.
Q: Which ballot measures are considered “routine” or “non-routine”?
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A: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending January 31, 2016 (Proposal Two) is considered routine under applicable rules. A broker, trustee or nominee holding
shares generally may use its discretion to vote on routine matters, so there should not be any broker non-votes in connection
with Proposal Two. The election of the ten directors listed in the accompanying Proxy Statement (Proposal One), the advisory
vote on executive compensation (Proposal Three), and the approval of the amendment to the 2012 Employee Plan (Proposal
Four) are considered non-routine matters under applicable rules. A broker or other agent cannot vote without instructions on
non-routine matters, so there may be broker non-votes on Proposals One, Three and Four.
Q: How can I vote my shares in person at the Annual Meeting?
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A: If you hold shares in your name as the stockholder of record, you may vote those shares in person at the Annual Meeting. If
you hold shares beneficially in street name, you may vote those shares in person at the Annual Meeting only if you obtain a
legal proxy from the broker or other agent that holds your shares. Even if you plan to attend the Annual Meeting, we
recommend that you also submit your proxy card or follow the voting instructions described below so that your vote will be
counted if you later decide not to attend.
Q: How can I vote my shares without attending the Annual Meeting?
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A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares in one of three ways:
• by using the Internet voting site listed on the proxy card and Notice,
• by calling the toll-free telephone number listed on the proxy card and Notice, or
Proxy Materials