Autodesk 2016 Annual Report Download - page 10

2016 Proxy Statement 4
Proxy Materials
 by requesting a proxy card from Autodesk by telephone at [phone] or by email at
investor.rela[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 14, 2016.
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
 
serve until the next annual meeting or until his or her successor has been duly elected and qualified. For additional information
on how our major

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 
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.
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.
Q: What happens if I do not cast a vote?
______________________________________________________________________________________________________
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 and the