Autodesk Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 11 director nominees to serve until the next annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as Autodesk’s independent registered public accounting firm for fiscal year ending January 31, 2027.

3. 3

   Advisory Vote to Approve Compensation for Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of Autodesk’s named executive officers as disclosed in the proxy statement.

4. 4

   Approve Amendment to Provide Officer Exculpation

   ManagementBoard: FOR

   Approve an amendment to the Amended and Restated Certificate of Incorporation to add officer exculpation to the charter to the fullest extent permitted by Delaware law.

   More detail

   The proposal requests stockholder approval to amend Autodesk’s Amended and Restated Certificate of Incorporation to include officer exculpation to the fullest extent permitted by the Delaware General Corporation Law (DGCL). Management is proposing this charter change to align the legal treatment of officers and directors, reduce potential frivolous litigation and related distraction and costs, and aid in recruiting and retaining executive talent by limiting personal monetary liability for officers for certain claims. The amendment is limited by the DGCL’s exceptions — it would not exculpate officers for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, or transactions where the officer derived an improper personal benefit. The Board and the Corporate Governance and Nominating Committee recommend the amendment, arguing it remedies historical inconsistency in treatment between officers and directors, reduces potential litigation and insurance costs, and brings Autodesk in line with peer practices. The Board also notes the amendment is prospective and not motivated by any specific litigation. The company will file a Certificate of Amendment only if the proposal is approved by stockholders and the Board retains the right to abandon the amendment prior to filing. A majority of outstanding shares is required to adopt the amendment; abstentions and broker non-votes will have the same effect as a vote against the proposal.

5. 5

   Stockholder Proposal: Reduce Threshold to Call Special Stockholder Meetings to 10%

   Shareholder — John CheveddenBoard: AGAINST

   Advisory shareholder proposal requesting that the Board amend governing documents to allow holders of 10% of outstanding common stock (or lowest under state law) to call a special meeting.

   More detail

   This shareholder proposal, submitted by John Chevedden, asks the Board to lower the stockholder-initiated special meeting threshold from 25% to 10% of outstanding common stock or the lowest permissible percentage under state law. The proponent argues a 10% threshold provides stockholders a reasonable ability to call time-sensitive meetings to address underperformance and that lower thresholds do not lead to abuses. Management strongly opposes the proposal, contending the current 25% threshold strikes the appropriate balance between providing a stockholder right and preventing misuse and unnecessary disruption; the Board notes the threshold was set in 2024 following stockholder approval and that many S&P 500 companies with special meeting rights have thresholds ≥25%. Management also emphasizes proactive stockholder engagement and other governance mechanisms that support accountability. The Board recommends voting against the proposal.

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When is the Autodesk Inc 2026 annual meeting?

Autodesk Inc (ADSK) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Autodesk Inc 2026 meeting?

The record date for the Autodesk Inc 2026 meeting is Wednesday, April 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Autodesk Inc's 2026 meeting?

The board is presenting 11 director nominees at the Autodesk Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Autodesk Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Autodesk Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.