Andrew Anagnost, you may begin.
Thank you, operator, and welcome everyone to Autodesk's 2024 annual meeting of stockholders. Thank you for making the time to join us today, and thank you for your support through the last year. I'm Andrew Anagnost, Chief Executive Officer. I am joined by Stacy Smith, Chair of the Board, Ruth Ann Keene, our Chief Legal Officer, Betsy Rafael, our Interim Chief Financial Officer, and Simon Mays-Smith, Vice President of Investor Relations. As you can see from the agenda, after my introductory comments, Ruth Ann Keene will go through the formal business and procedural portions of the meeting, followed by Q&A. If you have any questions, please type them in the box on the meeting website, and we can address them later in the session. I'd also like to introduce our other directors and director nominees who are attending this meeting virtually: Karen Blasing, Reid French, Dr.
Ayanna Howard, Blake Irving, Mary McDowell, Stephen Milligan, Lorrie Norrington, and Rami Rahim. I'd like to thank the board for their service and their support in the past year. Now, let me hand it over to Ruth Ann.
Thanks, Andrew. I am Ruth Ann Keene, Chief Legal Officer, and I will conduct the formal business and procedural portions of the meeting today. We remind you that the rules of procedure for this meeting are available to review on the meeting website, and we intend to follow those rules during this meeting. If you would like to ask a question for the Q&A session that will take place later in the meeting, please do so by following the instructions on the meeting website. Now that we have finished the introductory matters, I call this meeting to order. I have proof by affidavit from Broadridge Financial Solutions Incorporated that notice of this meeting has been duly given and that a proxy statement and proxy card have been furnished or made available to all stockholders of record as of May 29, 2024.
As the Inspector of Election, I have signed an oath of office. The affidavit of mailing and the oath of Inspector of Election will be filed with the minutes of this meeting. We have been informed by Broadridge that we have present in person and by proxy, a sufficient number of shares to constitute a quorum, so I can tell you that the meeting is duly constituted. We will vote today via the meeting website. If you have already turned in a proxy, then it is not necessary to vote now because we will count your proxy. If you did not turn in a proxy or if you wish to change your vote, please vote now by following the instruction on the meeting website. We will count these votes at the end of the voting portion of the meeting.
It is now 3:02 P.M. on July 16, 2024, and the polls for each matter to be voted on at this meeting are now open. The first item of formal business is the election of 11 directors to serve until next year's annual meeting. The persons named in the proxy statement have been nominated to serve as directors of the company for the ensuing year. They are: Andrew Anagnost, Karen Blasing, Reid French, Dr. Ayanna Howard, Blake Irving, Mary McDowell, Stephen Milligan, Lorrie Norrington, Betsy Rafael, Rami Rahim, and Stacy Smith. Those of you who are voting should vote on the meeting website now. The next item of formal business is to ratify the appointment of the firm of Ernst & Young LLP as Autodesk's independent registered public accounting firm for the fiscal year ending January 31st, 2025.
Those of you who are voting should vote on the meeting website now. The next item of business is to hold a non-binding vote to approve the compensation of Autodesk's named executive officers. Those of you who are voting should vote on the meeting website now. The next item of business is the approval to amend and restate the company's amended and restated Certificate of Incorporation to permit stockholders to call special meetings as specified in the company's amended and restated Bylaws, which would allow stockholders holding 25% or more of the voting power of the company's capital stock to call special meetings and to eliminate certain inoperative provisions in the company's amended and restated Certificate of Incorporation. Those of you who are voting should vote on the meeting website now.
The final item of business is to hold a vote on a stockholder proposal, if properly presented at the annual meeting, to enable stockholders holding 15% or more of the company's common stock to call special meetings. The representative of the proponent of the stockholder proposal, James McRitchie, will present the stockholder proposal. Would Mr. McRitchie please introduce himself and the proposal?
Hello, this is James McRitchie, speaking on behalf of Myra Young, my wife. Our proposal requests that shareholders with 15% of outstanding stock have the power to call a special shareholder meeting. Management will be more incentivized to genuinely engage with shareholders if we have a realistic option of calling a special meeting. Over 72% of S&P 500 companies allow this right. After we submitted our proposal, the board agreed to grant such a right. The only dispute is if that right should be extended to those holding 15%, our proposal, or those holding 25%, the board's proposal.
Requiring a 25% threshold essentially requires the initial participation of large passive funds like Vanguard and BlackRock, which support the right to call special meetings and certainly vote at such meetings, but I have never known them to initiate such meetings, since that takes time and effort, and they compete on the basis of their low costs. A 15% threshold is still difficult, but could be called by a dozen or more owners. We think that's reasonable. We hope you believe so as well.... One of the problems with conflicting proposals such as this is that many shareholders vote on the basis of proxy voting policies that cause them to vote for any proposal, provides the right to hold a special meeting if the threshold is 25% less, in which case they end up voting for both proposal number four and five.
Of course, another rather common strategy is to vote as the board recommends. Of course, if you leave an item blank, then that gets filled in in favor of what the board recommends. Common use of these strategies leads to the board's proposal winning. Please consider changing your vote strategy to vote for the lower threshold, proposal five, and against the higher threshold, proposal four. Don't vote for both if you want a realistic threshold. Let's hope Autodesk keeps the polls open for a minute or two, so you can change your vote to increase long-term shareholder value. Thank you.
Thank you, Mr. McRitchie. For all the reasons disclosed in our proxy statement, the board is recommending a vote against this proposal. Those of you who are voting should vote on the meeting website now. We will now briefly pause to enable anyone who would like to vote virtually to do so. It is now 3:08 P.M. on July 16th, 2024, and the polls for each matter to be voted on at this meeting are now closed. Based upon all the proxies and the votes received prior to commencement of the meeting, and subject to final adjustment of the numbers for any votes made during the virtual meeting, I can tell you that all 11 of the nominated directors have been elected to the board of directors to serve until the company's 2025 annual meeting of stockholders.
The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the current fiscal year has been ratified. The non-binding vote regarding compensation of the company's named executive officers has been approved. The amendment and restatement of the company's amended and restated Certificate of Incorporation has been approved. The Stockholder proposal to enable stockholders holding 15% or more of the company's common stock to call special meetings has been approved. This concludes the formal business of the meeting. We will now adjourn the formal portion of the annual meeting of stockholders and open it up for questions. We remind you that the rules and procedures for this meeting are available to review on the meeting website, and we intend to follow those rules during this meeting.
If you would like to ask a question, please do so by following the instructions on the meeting website. The rules and procedure also include information about any forward-looking statements made in response to questions. I will pause a moment to see if there are any questions. There are no questions to address relevant to the business of this meeting. This will be the end of our meeting. Thank you again for joining us. If you would like to follow up about anything, please feel free to reach out to us. Thanks. Over to you, Operator.
This now concludes the meeting. Thank you for joining, and have a pleasant day.