Simon Mays-Smith, you may begin.
Thanks, operator, and welcome everyone to Autodesk's 2026 Annual Shareholder Meeting of Stockholders. Thank you for making time to join us today. I am Simon Mays-Smith, Vice President of Investor Relations. I am joined by Ruth Ann Keene, our Chief Legal Officer, and Janesh Moorjani, our Chief Financial Officer. As you can see from the agenda, after my introductory comments, Ruth Ann will go through the formal business and procedural portions of the meeting, followed by Q&A. If you have any questions, please type them into the box on your side, and we can address them later in the session. With that, let me hand it over to Ruth Ann.
Welcome, and thank you for joining Autodesk's 2026 Annual Meeting of Stockholders. I am Ruth Ann Keene, Chief Legal Officer, and I will conduct the formal business and procedural portions of the meeting today. After we complete the formal portion of the meeting, there will be an opportunity for questions. Before we get started, I'd like to introduce our current directors who are attending this meeting virtually. Andrew Anagnost, Karen Blasing, John Cahill, Jeff Epstein, Dr. Ayanna Howard, Blake Irving, Ram Krishnan, Stephen Milligan, Rami Rahim, Christine Simons, and Stacy Smith. I'd like to thank the board for their service and support over the past year. I'd also like to note that Stephen Milligan will not stand for re-election at this meeting, and we thank him for his contributions as a board member. I would also like to introduce our director nominee, Omar Abbosh.
If elected, we look forward to welcoming him as a member of our board. We remind you that the rules of procedure for this meeting are available to review on the meeting website, and we intend to follow these rules during the 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. That we have finished the introductory matters, I call the 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 April 22nd, 2026. 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 instructions on the meeting website. We will count these votes at the end of the voting portion of the meeting.
It is now 3:03 P.M. on June 17th, 2026, 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, Stacy Smith, Omar Abbosh, Karen Blasing, John Cahill, Jeff Epstein, Dr. Ayanna Howard, Blake Irving, Ram Krishnan, Rami Rahim, and Christine Simons. 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, 2027.
For 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 to approve an amendment of our amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law. 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 requesting an amendment to stockholder special meeting rights. The representative of the proponent of the stockholder proposal, John Chevedden, will present the stockholder proposal. Would Mr. Chevedden please introduce himself and the proposal?
Hello, this is John Chevedden. Proposal five, give shareholders a reasonable ability to call for a special shareholder meeting. Shareholders ask our board of directors to take the necessary steps to amend the governing documents to give the owners that combine 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy-to-convene online shareholder meeting. There shall be no poison pill type discriminatory rule to require ownership of shares for a specific period of time in order for shareholders to participate in calling for a special shareholder meeting. Now is a good time for this policy to improve Autodesk accountability to shareholders since Autodesk stock was at $344 in 2021 and is down to only $196 now in spite of a robust stock market.
Autodesk shareholders need an attainable right for 10% of shareholders to call for a special shareholder meeting. Autodesk currently has what might be called a placebo right to call for a special shareholder meeting. Autodesk requires the backing of 25% of shares based on all shares outstanding to call for a special shareholder meeting. There's now a big rush for companies to adopt the 25% figure because companies are wise and know that the 25% figure is a safe haven, a special shareholder meeting will never occur. More than 100 companies have voted on the special shareholder meeting topic, not one of these 100 companies have ever cited an example of a special shareholder meeting ever taking place at a company that has the 25% figure. Please vote for an attainable shareholder right to call for a special shareholder meeting, proposal 5.
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 3:07 P.M. on June 17th, 2026, the polls for each matter to be voted on at this meeting are now closed. Based upon all the proxies and votes received prior to commencement of the meeting, 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 2027 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 of our amended and restated certificate of incorporation has been approved. The stockholder proposal requesting an amendment to the stockholder special meeting right was not approved. This concludes the formal business of the meeting. We will now adjourn the formal portion of this annual meeting of stockholders and open it up for questions. We remind you that the rules of procedure for this meeting are available to review on the meeting website, 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 of procedure also includes information about any forward-looking statements made in response to questions. Back to you, Simon.
Thank you, Ruth Ann. I will wait a moment to see if there are any questions. We have a question on our recent MaintainX acquisition. I would refer the caller to our most recent earnings call transcript, which is available on our investor relations website, for what we've said about that. There are no other relevant questions to the business of the meeting today. With that, this will be the end of the meeting. Thank you again for joining us. If you would like to follow up about anything, please feel free to reach out to us. Over to you, operator.
Thanks everyone for joining. That concludes our meeting today. You may now disconnect.