Autodesk 2016 Annual Report Download - page 26

2016 Proxy Statement 20
Proxy Materials
PROPOSAL THREE - NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION
As required by SEC rules, we are asking our stockholders to vote, on a non-binding advisory basis, to approve the

28 -on-
Stockholders are encouraged to read that information in its entirety to obtain a complete understanding of Autodesk's executive
compensation program philosophy, design and linkage to stockholder interests.
Autodesk has designed its compensation programs to reward executives for producing results that are aligned with the interests
of stockholder
performance and a retrospective assessment of Autodesk's success to determine pay opportunities. 90% of the CEO's and on
average 79% of all oth
aligned with Autodesk's financial performance.
The compensation programs are a balance of performance-orientation and attraction, retention and motivation. 79% of the
CEO and on average 65% of all other named executive officers' total fiscal 2016 target compensation was dependent on
Autodesk's long-term performance.
Past Say-on-Pay Votes, Stockholder Outreach and Actions Taken
Autodesk and its Compensation and Human Resources Committee (the "Committee") value the input of our stockholders. In
fiscal 2016, 88% of the votes cast on our Say-on-Pay proposal were favorable, which reflected strong stockholder support for
our executive compensation programs. In fiscal 2016, we reached out to stockholders representing over 60% of the outstanding
Common Stock. Based on these communications, the Committee found that our stockholders were generally supportive of the
executive compensation design changes that we have made in recent years and the alignment between our CEO pay and
Autodesk performance. In addition our stockholders provided us helpful input regarding compensation design and disclosure.
The Committee carefully considered stockholder feedback as part of its ongoing review of our executive compensation
program.
Executive Compensation Policies and Practices
and retain talented executives and to provide a
sensible framework that is tied to Company performance and long-term strategic goals as well as individual performance.

interests with the interests of our stockholders. In recent years, the Committee has made a number of changes to enhance our

 (PSKDVLVRQYDULDEOH³DWULVN´FRPSHQVDWLRQ 

our variable compensation was delivered in equity. In fiscal 2016, 60% of the equity grants for our CEO and 50% of
the equity grants for our NEOs was performance based. These grants will vest based on the achievement of financial
objectives and our total shareholder return relative to the companies in the S&P Computer Software Select Index
("Relative TSR") over one-, two-, and three-year performance periods.
 Long-term performance orientation:  on average 65% of all other NEO's fiscal 2016 total
-term performance.