Autodesk 2016 Annual Report Download - page 14

2016 Proxy Statement 8
Proxy Materials
PROPOSAL ONE - ELECTION OF DIRECTORS
Nominees
Autodesk's Bylaws currently set the number of directors at 13. Two Board members, J. Hallam Dawson and Per-Kristian
Halvorsen, have notified the Board that they will not stand for reelection at the Annual Meeting and will no longer serve on the
Board following the Annual Meeting. The Board has amended the Bylaws to reduce the size of the Board from 13 to 11
directors immediately upon the election of directors at the Annual Meeting. Accordingly, upon the recommendation of the
Corporate Governance and Nominating Committee, the Board has nominated eleven individuals to be elected at the Annual
Meeting. All of the nominees are presently directors of Autodesk and have consented to being named in this Proxy Statement
and to serving as directors if elected. Unless otherwise instructed, the proxy holders will vote the proxies received by them for
the eleven nominees named below. Your proxy cannot be voted for more than eleven director candidates.
In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee designated by the Board to fill the vacancy. The term of office of each person elected as a director will
continue until the next Annual Meeting of Stockholders or until a successor has been duly elected and qualified.
Settlement Agreements
On March 10, 2016, the Company entered into an agreement with Sachem Head Capital Management LP, Uncas GP LLC, and



things, resolving a potential proxy contest pertaining to the election of directors at the Annual Meeting and effecting an orderly
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Pursuant to the Settlement Agreements, the Company appointed each of Scott Ferguson, Rick Hill and Jeff Clarke (the
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The Settlement Agreements also contain the following material terms:
 The Board temporarily adjust the number of seats on the Board from ten (10) to thirteen (13), which will be
reduced to a maximum of eleven (11) following the 2016 Annual Meeting.
 The Company has agreed that, only for so long as the Settlement Directors (or their successors) serve on the
Board, such individuals shall have the opportunity to serve on the respective committees set forth below next to
their names, subject to their fulfillment of any independence or other requirements under applicable law and the
rules and regulations of the Nasdaq Global Select Market for service on such committee, with effect as set forth
below:
 
the Corporate Governance and Nominating Committee shall not be effective until his election at the Annual
Meeting;
 Jeff Clarke, to the Audit Committee; and
 Scott Ferguson, to the Compensation and Human Resources Committee.
 From the date of the Settlement Agreements until the Annual Meeting, Sachem Head and its respective affiliates
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common stock, each subject to equitable adjustments.