Autodesk 2016 Annual Report Download - page 12

2016 Proxy Statement 6
Proxy Materials
A: Autodesk will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials.
Autodesk may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners
of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors,
officers and other employees of Autodesk also may solicit proxies in person or by other means of communication. These
individuals may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation, but will not receive
any additional compensation. Autodesk has engaged the services of D.F. King & Co., Inc., a professional proxy solicitation
firm, to help us solicit proxies from stockholders, including certain brokers, trustees, nominees and other institutional owners,
for a fee of approximately $8,500 plus costs and expenses.
Q: Where can I find the voting results of the Annual Meeting?
______________________________________________________________________________________________________
A: We intend to announce preliminary voting results at the Annual Meeting and expect to provide final results in a Current
Report on Form 8-K within four business days of the Annual Meeting.
Stockholder Proposals and Director Nominations at Future Meetings
Q: :KDWLVWKHGHDGOLQHWRSURSRVHDFWLRQVIRUFRQVLGHUDWLRQDWQH[W\HDU¶VDQQXDOPHHWLQJRIVWRFNKROGHUVRU
to nominate individuals to serve as directors?
______________________________________________________________________________________________________
A: Stockholders may present proper proposals for inclusion in Autodesk's proxy statement and for consideration at the next
annual meeting of stockholders by submitting their proposals in writing to Autodesk's General Counsel in a timely manner. In
order to be included in the proxy statement for the 2017 Annual Meeting of Stockholders, proposals must be received by
Autodesk's General Counsel no later than January 2, 2017, and must otherwise comply with the requirements of Rule 14a-8 of
the Securities Exch
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
-26 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).
-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 2017 Annual Meeting of Stockholders will be from February 16, 2017 to March 18, 2017.
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.